Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. Section 3.14 of the Parent Disclosure Schedule contains a complete and accurate list of all Contracts of the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement: (a) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) Labor contracts; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the Company.

Contracts and Commitments. Section 3.14 of the Parent Disclosure (a) Contracts. Schedule contains 5.9 sets forth a complete and accurate list --------- of all Contracts of the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreementcategories: (a1) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders Contracts not made in the ordinary course of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or bothbusiness; (b2) Employment contracts and severance agreements; (3) Labor or union contracts; (c4) material distributionDistribution, franchise, license, sales, commission, consulting agency or advertising contracts; (d) Contracts for the purchase of inventory contracts which are not cancelable on thirty (without material penalty, cost or other liability30) within one calendar days notice; (15) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities liabilities, actual or potential, in excess of $400,000 which are 5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without material penalty, cost or other liability) within ninety thirty (9030) calendar days; (e6) promissory Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness indebtedness, letters of credit, guarantees, or other instruments providing for the lending of relating to an obligation to pay money, whether as the Company shall be the borrower, lender or guarantor, guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in excess the ordinary course of $250,000business; (f) 8) Contracts (other than Leases) containing covenants limiting the freedom of Parent the Company or any of its Subsidiaries officer, director, shareholder or affiliate, to engage in any line of business or compete with any Person or operate at any locationperson; (g9) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Any Contract where with the customer under such Contract is a federalUnited States, state or local governmentgovernment or any agency or department thereof; (i10) any Contract providing for the acquisition, directly or indirectly Leases of real property; (by merger or otherwise11) Leases of material assets personal property not cancelable (other than inventorywithout liability) or capital stock of another Personwithin thirty (30) calendar days; and (j12) Contracts involving annual expenditures Governmental or liabilities in excess regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies all of the written Contracts identified in Section 3.14 listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of the Parent Disclosure each and every oral Contract listed on Schedule have been delivered or made available to the Company5.9, including all amendments and supplements thereto.

Contracts and Commitments. Section 3.14 of the Parent Disclosure (a) Schedule contains 2.14 sets forth a complete and accurate list of all Contracts of ------------- contracts known to the following categories to Company, the Stockholders or the Optionholders after reasonable investigation which Parent have been entered into by the Company or any of its Subsidiaries is a party or by which any of them is bound Stockholder relating to the Practice and still in effect as of the date hereof (the "Contracts"), of this Agreementthe following categories: (ai) employment contracts, including, without limitation, Managed care contracts to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or boththird-party payors; (bii) Labor contractsEmployment or similar contracts and severance agreements; (c) material distribution, franchise, license, sales, agency or advertising contracts; (diii) Contracts for (other than Leases set forth on Schedule 2.13) ------------- relating to the purchase of inventory Company or the Practice which are not cancelable without liability on thirty (without material penalty30) calendar days (or less) notice; (iv) Options with respect to any property, cost real or other liabilitypersonal, whether the Company is the grantor or grantee thereunder; (v) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities liabilities, actual or potential, in excess of one thousand dollars ($400,000 which are not cancelable (without 1,000) or otherwise material penalty, cost to the Practice or other liability) within ninety (90) daysthe Company; (evi) promissory Promissory notes, loans, agreements, indentures, evidences of indebtedness indebtedness, letters of credit, guarantees, or other instruments providing for the lending of relating to an obligation to pay money, individually in excess of or in the aggregate in excess of one thousand dollars ($1,000), whether as the Company shall be the borrower, lender or guarantor, in excess guarantor thereunder or whereby any properties of $250,000the Company are pledged; (fvii) Contracts (other than Leases) containing covenants limiting the freedom of Parent the Company or any officer, director, employee, or Stockholder of its Subsidiaries the Company, to engage in any line of business or compete with any Person or operate at any location;person; and (gviii) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Any Contract where with the customer under such Contract is a federalUnited States, state or local government; (i) government or any Contract providing for the acquisition, directly agency or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) daysdepartment thereof. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or The Company has made available to PQC true, correct and complete copies within the Company's, a Stockholder's or an Optionholder's possession of, and all records relating to, all of the Contracts listed on Schedule 2.14, including all ------------- amendments and supplements thereto. (b) Absence of Breaches or Defaults. To the knowledge of the Company ------------------------------- or any Stockholder or Optionholder, all of the Contracts are valid and in full force and effect. To the knowledge of the Company, or any Stockholder or Optionholder, the Company and the Stockholders have duly performed all of its or their obligations under the Contracts, and no violation of, or default or breach, under any Contracts by the Company or any other party has occurred except for any violations, defaults, or breaches that would not have a Material Adverse Effect and neither Company nor any other party, to the best of Company's or any Stockholder's knowledge after due inquiry, has repudiated any provisions thereof.

Contracts and Commitments. Section 3.14 of the Parent Disclosure Schedule contains (a) SCHEDULE 4.6(a) sets forth a complete and accurate list of all Industrial Power Transmission Contracts of in the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound as of (collectively, the date of this Agreement:"MATERIAL CONTRACTS"): (ai) all employment contractscontracts and severance agreements, including, without limitation, contracts (A) to employ or terminate executive officers and or other contracts with officers, directors personnel of the Industrial Power Transmission Business or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent (B) that will result in the payment by, or the creation of any obligation (absolute Liability to pay on behalf of Buyer, the Sellers, the Sold Subsidiary or contingent) of Parent the Spanish Subsidiary any severance, termination, "golden parachute," or any of its Subsidiaries to make any payment other similar payments to any officers, employees present or agents former employee of Parent the Industrial Power Transmission Business following either termination of employment or otherwise as a result of the consummation of the transactions contemplated hereby, termination of employment, or bothby this Agreement; (bii) Labor all franchise, license, technical assistance, commission, consulting, agency or advertising contracts related to the Industrial Power Transmission Assets or the Industrial Power Transmission Business involving the payment of more than $50,000 annually and which are not cancelable without penalty on thirty (30) calendar days notice; (iii) all labor or union contracts; (civ) material distribution, franchise, license, sales, agency all contracts or advertising contractscommitments relating to commission arrangements with others; (dv) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) all promissory notes, loans, agreements, indentures, evidences of indebtedness indebtedness, letters of credit, guarantees, or other instruments providing for the lending of relating to an obligation to pay money, individually in excess of or in the aggregate in excess of $100,000, whether as a Seller, the Sold Subsidiary or the Spanish Subsidiary shall be the borrower, lender or guarantorguarantor thereunder or whereby any Industrial Power Transmission Assets are pledged (excluding credit provided by a Seller, the Sold Subsidiary or the Spanish Subsidiary in the ordinary course of business to purchasers of its products), it being agreed and understood by the parties that all obligations under such instruments shall constitute Retained Liabilities; (vi) any agreement concerning confidentiality or non-competition; (vii) all purchase, supply, distribution and sales contracts (including each Existing Supply Agreement) which involve payments in excess of $250,00050,000 annually and which are not cancelable without penalty on thirty (30) calendar days notice; (fviii) Contracts (other than Leases) containing covenants limiting any contract between any Seller, the freedom of Parent Sold Subsidiary or the Spanish Subsidiary and any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any locationaffiliate thereof; (gix) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop service contract affecting any Property and/or Facility on behalf of Parent or its Subsidiariesthe Industrial Power Transmission Assets having an annual service charge in excess of $50,000 and an unexpired term as of the Closing Date in excess of 90 days; (hx) any Contract where the customer under such Contract is a federal, state lease or local governmentsublease that provides for annual rent in excess of $50,000; (ixi) any Contract providing contract for the acquisitionpurchase, directly sale or indirectly (by merger removal of electricity, gas, water, telephone, coal, sewage, power or otherwise) of material assets (utility service, other than inventorysuch contracts with local utilities entered into in the ordinary course of business; (xii) any contract or capital stock agreement involving the electronic exchange of another Personinformation and amounts in excess of $50,000 annually; and (jxiii) Contracts any other contract involving annual expenditures or liabilities payments in excess of $400,000100,000 annually. (b) Except as set forth on SCHEDULE 4.6(b) (i) all of the material Industrial Power Transmission Contracts are in full force and effect and constitute legal, valid and binding obligations of the Sellers, the Sold Subsidiary and the Spanish Subsidiary to the extent a party thereto and, to the knowledge of the Sellers, the other parties thereto, (ii) each of the Sellers, the Sold Subsidiary and the Spanish Subsidiary has fulfilled, or taken all action necessary to enable it to fulfill when due, all of its obligations under each such Industrial Power Transmission Contract to which are not cancelable it is a party and (without iii) none of the Sellers, the Sold Subsidiary or the Spanish Subsidiary is in default in any material penaltyrespect under any of the Industrial Power Transmission Contracts, cost and (iv) no event, occurrence or other liability) within ninety (90) dayscondition exists which, with the lapse of time, the giving of notice or both, would become a default in any material respect by any Seller, the Sold Subsidiary or the Spanish Subsidiary. True None of the Sellers, the Sold Subsidiary or the Spanish Subsidiary has received any written notice of cancellation or termination or any written notice of default under any Industrial Power Transmission Contract. The Sellers have furnished Buyer with true and correct copies of the written Contracts identified in Section 3.14 each of the Parent Disclosure Schedule have been delivered or made available to the CompanyMaterial Contracts set forth on SCHEDULE 4.6(a), together with all amendments and supplements thereto.

Contracts and Commitments. Except as set forth in Section 3.14 3.17 of the Parent Tri-County Disclosure Schedule contains a complete and accurate list of all Contracts of the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound as of the date of this AgreementSchedule: (a) employment Tri-County has no agreements, contracts, includingcommitments, without limitationor restrictions that are material to its business, prospects, financial condition, working capital, assets, liabilities (absolute, accrued, contingent or otherwise) or operations; (b) There are no purchase contracts or commitments under which Tri-County is required to employ executive officers and other pay in excess of two hundred thousand dollars ($200,000.00), which continue for a period of more than twelve (12) months; (c) There are no outstanding sales contracts or commitments of Tri-County that call for the payment to, or receipt by, Tri-County of more than two hundred thousand dollars ($200,000.00), which continue for a period of more than twelve (12) months; (d) Tri-County has no outstanding contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) Labor contracts; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable by it on notice of not longer than thirty (30) days and without material liability, penalty, cost or other liability) within one (1) year (other than Contracts premium or any agreement or arrangement providing for the purchase payment of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures any bonus or liabilities in excess of $400,000 which commissions based on sales or earnings, except such agreements as are not cancelable (without material penalty, cost or other liability) within ninety (90) daysexpressly permitted by Section 5.2; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for Tri-County is not restricted by agreement from carrying on its business anywhere in the lending of money, whether as borrower, lender or guarantor, in excess of $250,000world; (f) Contracts (other than Leases) containing covenants limiting the freedom Tri-County has no debt obligation for borrowed money, including guarantees of Parent or agreements to acquire any such debt obligation of its Subsidiaries to engage in any line of business or compete with any Person or operate at any locationothers; (g) Tri-County has no power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent, or otherwise), as guarantor, surety, co-signer, endorser, co-maker or indemnitor for the obligation of any person, corporation, partnership, joint venture venture, association, organization, or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries;other entity; and (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies None of the written Contracts identified officers, directors or stockholders of Tri- County has any interest in Section 3.14 any property, real or personal, tangible or intangible, including without limitation Intellectual Property, that is used in the business of the Parent Disclosure Schedule have been delivered or made available to the CompanyTri-County.

Contracts and Commitments. Section 3.14 of the Parent Disclosure Schedule contains a complete All executory contracts, plans, ------------------------- undertakings and accurate list of all Contracts of the following categories commitments to which Parent or any of its Subsidiaries the Company is a party or by which any of them the Company is bound as (collectively, the "Contracts"), of the date following categories are listed on Schedule 4.1(q) of this Agreementthe Disclosure Schedules: (ai) partnership or joint venture agreements; (ii) Contracts not made in the ordinary course of business; (iii) employment contracts, including, including without limitation, contracts to employ executive officers and other contracts with present or former officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or bothshareholders; (biv) Labor labor or union contracts; (cv) material distribution, franchise, license, sales, agency or advertising contractscontracts that are material to the Business of the Company or which are not terminable on thirty (30) days notice or less, whether or not material; (dvi) Contracts for the purchase of inventory which are not cancelable options with respect to any property, real or personal, whether as grantor or grantee; (without material penalty, cost or other liabilityvii) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities liabilities, actual or potential, in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days50,000; (eviii) Contracts or commitments relating to commission arrangements with others; (ix) promissory notes, loans, agreements, indentures, evidences of indebtedness indebtedness, guarantees or other instruments providing for relating to the lending of moneymoney individually in excess of $25,000 or in the aggregate in excess of $100,000, whether as borrower, lender or guarantor, guarantor (excluding credit supplied by the Company in excess the ordinary course of $250,000;business); and (fx) Contracts (other than Leases) containing covenants limiting the freedom of Parent the Company or any officer, director or shareholder of its Subsidiaries the Company to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) daysperson. True copies of the written Contracts identified in Section 3.14 all of the Parent Disclosure Schedule Contracts, including all amendments and supplements thereto, have been delivered been, or will be prior to the Settlement Date, made available to the CompanyBuyer.

Contracts and Commitments. (a) Section 3.14 3.12(a) of the Parent Disclosure Schedule contains a complete and accurate list of lists all Contracts of the following categories Company Contracts: (i) collective bargaining agreements and any other Contracts with any labor unions or employee representative body; (ii) Contracts for the employment or engagement of any officer, employee or other Person on a full-time, part-time, consulting or other basis that either: (A) provide severance obligations upon termination; (B) provide for the payment of any cash or other compensation or benefits as a result of the execution of this Agreement or the consummation of any of the Contemplated Transactions; or (C) cannot be terminated without cause or reason upon 30 days’ or less notice and without any reasonable expectation of liability for any Acquired Company in connection therewith; (iii) agreements, promissory notes, security agreements, pledge agreements or similar agreements for Indebtedness; (iv) leases, subleases or licenses, either as lessee, sublessee or licensee or as lessor, sublessor or licensor, of any real property, personal property or intangibles, including capital leases; (v) Contracts or series of related Contracts with customers, suppliers and vendors of each Acquired Company for the purchase or sale of goods or services involving annual payments in excess of $300,000, which cannot be canceled by any Acquired Company without payment or penalty upon notice of 30 days or less, or whose unexpired term as of the date of this Agreement exceeds one year; (vi) Contracts that involve any sole sourcing, “requirements” commitments, exclusive supply, or minimum purchase obligations (A) of any other Person to any Acquired Company or (B) of any Acquired Company to any other Person; (vii) Contracts that involve any “most favored nation,” committed price reduction, or similar obligations (A) of any other Person to any Acquired Company or (B) of any Acquired Company to any other Person; (viii) Contracts that involve any (A) grant of, or obligation to grant, to any Acquired Company, any exclusive license or other exclusive rights or (B) grant of, or obligation to grant, to any Person by any Acquired Company, any exclusive license or other exclusive rights; (ix) Contracts of agency, sales representation, distribution or franchise that cannot be canceled by any Acquired Company without payment or penalty upon notice of 30 days or less, and any powers of attorney or similar grants of agency; (x) Contracts restricting in any manner any Acquired Company’s right or any right of any employee set forth on Schedule 3.11(b)(xi): (A) to compete with any Person; (B) to sell goods or services to any Person; (C) to purchase goods or services from any Person; or (D) to solicit for employment or hire any Person; (xi) Contracts to which Parent any Acquired Company is a party and which restrict in any manner any other Person’s right: (A) to compete with any Acquired Company; (B) to sell goods or services similar to those sold by any Acquired Company; (C) to purchase goods or services from any Acquired Company; or (D) to solicit for employment or hire any employee or consultant of any Acquired Company; (xii) Contracts relating to (A) the acquisition or disposition of any business, assets or securities outside the ordinary course of business, (B) any joint venture involving any Acquired Company or any of its Subsidiaries Affiliates or (C) any equity or debt investment in or any loan to any other Person; (xiii) IP Licenses (other than any Inbound Licenses that is a shrink-wrap or click-through license or a license for “off the shelf” software that is generally available on standard, non-negotiated commercial terms for less than $10,000 annually); (xiv) Contracts pursuant to which any Acquired Company receives services free of charge (or at a substantial discount) that would reasonably be expected to be valued at $10,000 or greater; (xv) insurance policies disclosed on Section 3.19(a) of the Disclosure Schedule; and (xvi) each with any amendment, supplement and modification in respect of any of the foregoing. (b) All of the Company Contracts, agreements and instruments listed or required to be listed on Section 3.12(a) of the Disclosure Schedule (collectively, the “Material Contracts”) are valid and binding and enforceable against the applicable Acquired Company and the other parties thereto in accordance with their terms, subject only to the Enforceability Exception. Each Acquired Company has performed in all material respects all obligations required to be performed by it and, to the Knowledge of the Company, is not in default under or breach of, nor in receipt of any written claim or, to the Knowledge of the Company, any other claim, of such default under or breach of, any Material Contract. No event has occurred which (with the passage of time or the giving of notice or both) would result in a default under or breach of, or permit the termination, modification or acceleration of any obligation of any Acquired Company under, any Material Contract. To the Knowledge of the Company, there is no default under, or breach or cancellation or anticipated cancellation of, any Material Contract by the other party or by which any parties thereto. The Company has Made Available to Purchaser an accurate and complete copy of them is bound each of the written Material Contracts, together with all amendments, extensions, guarantees and other binding supplements thereto, and an accurate description of each of the verbal Material Contracts, if any, together with all amendments, waivers or other changes thereto, in each case, in effect as of the date of this Agreement: (a) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent . Immediately following either the consummation of the transactions contemplated herebyContemplated Transactions, termination each of employmentthe Material Contracts will be in full force and effect and will be valid, or both; (b) Labor contracts; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods binding and enforceable in accordance with customary industry practicestheir terms (subject only to the Enforceability Exception) and other Contracts made in not be subject to any claims, charges, set-offs or defenses as a result of the ordinary course consummation of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the CompanyContemplated Transactions.

Contracts and Commitments. Section 3.14 of the Parent Disclosure (a) Schedule contains 4.15 (a) is a complete and accurate list of all Contracts of the ---------------- following categories Commitments (including all amendments thereto) with respect to the Business or the Subject Assets, other than any such Commitments which Parent or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement: (a) employment contracts, including, without limitation, contracts to employ executive officers are Excluded Assets and other contracts with officersthan the Customer Contracts (as defined in Paragraph 4.15(c)): (i) all leases and licenses for and other agreements relating to any hardware, directors software, execution systems and data feeds and other data processing systems or shareholders of Parentother electronic or computer systems, including chips, firmware, hardware or software, used by Seller and any other Contracts with or for the benefits of Parent or its affiliateslicensed from third parties, and all severanceagreements with service bureaus and other third parties for electronic data manipulation, change in control maintenance or similar arrangements with any officersstorage, employees (collectively, the "Third Party Systems"); (ii) all Commitments, ------------------- including all other leases and licenses, and all supply agreements, purchase orders, loan agreements, security agreements, notes, guaranties, mortgages, royalty agreements, licensing agreements, Authorizations, employment agreements, covenants not to compete, confidentiality agreements, commission agreements, sales representative, distributorship or agents of Parent that will result in any obligation marketing agreements, insurance plans, bonus plans, and compensation plans or other employee plans, not listed on Schedule 4.3, Schedule 4.11(b) or ------------ ---------------- Schedule 4.18, not covered by clause (absolute or contingenti) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either this Paragraph 4.15(a) and made ------------- in the consummation ordinary course of the transactions contemplated hereby, termination of employment, Business for an amount greater than Five Thousand Dollars ($5,000) or both; which cannot be terminated by Seller without penalty upon not more than thirty (b30) Labor contracts; days notice; and (ciii) material distribution, franchise, license, sales, agency or advertising contracts; all Commitments not covered by clauses (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practicesi) and (ii) of this Paragraph 4.15(a), and not made in the ordinary course of the Business or otherwise material to the Business or the Subject Assets. True and correct copies or memoranda (describing each with respect to oral agreements or arrangements) of each of the Commitments required to be listed on Schedule 4.15(a), and ---------------- all amendments and modifications thereof, have been delivered to Purchaser. Seller is not a party to nor is Seller bound by any other Contracts Commitment which relates to the Subject Assets or the Business, except those listed on Schedule 1.1(g) or those not required to be so listed because not covered --------------- by clauses (i) through (iv) of the foregoing provision, and made in the ordinary course of business involving annual expenditures for an amount less than $5,000 and terminable by Seller without penalty upon not more than thirty (30) days notice and not otherwise material to the Business or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days;the Subject Assets. (eb) promissory notesSeller and, loansto the knowledge of Seller and ZCO, agreementseach other party to each Commitment, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) have performed in all material respects each term, covenant, and condition of each Commitment which is to be performed by them, and (ii) are not in any material default or violation of any such Commitments, including any material default or breach upon the lapse of time, the giving of notice, or both). Each Commitment is in full force and effect and constitutes the legal and binding obligation of Seller, and to the knowledge of Seller and ZCO, the other parties thereto. Except as set forth on Schedule 4.15(b), no Commitment requires the consent of any other ---------------- party thereto in order for Seller to assign such Commitment to, or to enter into a sublease with respect to the property subject to such Commitment with, Purchaser hereunder. (c) Attached hereto as Schedule 4.15(c) are true and correct copies ---------------- of all of the standard forms of agreement and other documentation used in the Business with respect to customer accounts as of the date hereof and as of the Closing, including all such agreements and other documentation and any deviations therefrom which deviations impose any material obligation on the broker-dealer with respect thereto or will or could reasonably be expected to result in any consent required to be obtained from any customer who is a party to an Assumed Contract providing for which consent is different from that being obtained as part of the acquisitionRegulatory Approvals (collectively, directly or indirectly (by merger or otherwise) of material assets (the "Customer Contracts"). There are no Commitments, other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities those in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies the ------------------ forms of the written Contracts identified in Section 3.14 Customer Contracts, between Seller and any customers. Assuming that the consent of the Parent Disclosure Schedule have been delivered or made available customers who are parties to the CompanyCustomer Contracts is obtained pursuant to the Customer Consents, all customer agreements are assignable.

Contracts and Commitments. Section 3.14 of the Parent Disclosure Schedule contains a complete and accurate list of all Contracts of the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound 4.10 hereto sets forth, as of the date of this Agreement: (a) employment contracts, including, without limitation, contracts each Contract to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for which the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) Labor contracts; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year Company is a party (other than Contracts for the Employee Plans and purchase of holiday goods in accordance with customary industry practices) and other Contracts made orders entered into in the ordinary course of business involving annual expenditures business), (a) with respect to amounts, obligations, or liabilities transaction values in excess of $400,000 100,000; (b) with terms of greater than two years, which are is material and which cannot cancelable be terminated on 90 or fewer days notice; (without c) governing the borrowing of a material penalty, cost amount of money or other liability) within ninety the guarantee of the repayment of borrowed money; (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leasesd) containing covenants in any material respect limiting the freedom of Parent or any of its Subsidiaries the Company to engage compete in any line of business or compete with any Person or operate at in any location; geographic area or market; (e) with any directors, officers, shareholders or Affiliates of the Company; (f) granting to any Person a first refusal, first offer or similar preferential right to purchase or acquire any material right, asset or property of the Company; (g) joint venture pertaining to the lease of equipment or partnership agreements other personal property (except for personal property leases having a value per item or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf aggregate payments of Parent or its Subsidiaries; less than $100,000); (h) any Contract where the customer under such Contract that is a federal, state union contract or local government; collective bargaining agreement; or (i) regarding the acquisition of any Contract providing for the acquisition, directly business enterprise whether via stock or indirectly (by merger asset purchase or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule Sellers have been delivered or made available to Buyer true, correct and complete copies of each such Contract, as amended to the Companydate of this Agreement (and, in the case of any such Contract that is oral, have provided Buyer with a written summary of the material terms of such oral Contract). As of the date of this Agreement, each Contract listed on Schedule 4.10 hereto (or required to be listed on Schedule 4.10 hereto) is a valid, binding and enforceable obligation of the Company enforceable in accordance with its terms, other than with respect to the Remedies Exceptions. With respect to each of the Contracts listed on Schedule 4.10 hereto (or required to be listed on Schedule 4.10 hereto): (i) neither the Company nor, to such Seller’s knowledge, any other party thereto is in default under or in violation of such Contract; (ii) to such Seller’s knowledge, no event has occurred that, with notice or lapse of time or both, would constitute such a default or violation of such Contract; and (iii) the Company has not made any material waiver or release with respect to any of its rights under any such Contract, except, in the case of the foregoing clauses (i) and (ii), for defaults or violations caused by any Affiliate of Buyer.

Contracts and Commitments. Section 3.14 of Except as set forth on the Parent Disclosure Schedule contains a complete and accurate list of all Contracts of Schedule, the following categories to which Parent or any of its Subsidiaries Company is not a party to any written or by which any of them is bound as of the date of this Agreementoral: (a) commitment, contract, note, loan, evidence of Indebtedness, purchase order or letter of credit involving any obligation or liability on the part of the Company of more than $75,000 and not cancelable (without liability) within 60 days; (b) lease of real property (the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule the term, annual rent, renewal options, approximate number of square feet leased); (c) lease of personal property involving any annual expense in excess of $25,000 and not cancelable (without liability) within 60 days (the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule a general description of the leased items, term, annual rent and renewal options); (d) governmental or regulatory licenses or permits required to conduct the Business as presently conducted and as proposed to be conducted; (e) contracts or agreements containing covenants limiting the freedom of the Company to engage in any line of business or compete with any Person; (f) employment contracts, including, including without limitation, contracts to employ executive officers and other contracts with officers, officers or directors or shareholders of Parentthe Company, and any contracts with independent contractors on a full-time, part-time, consulting or other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or bothbasis; (bg) Labor contractspension, profit sharing, stock option, stock appreciation, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit, welfare or stock plan or arrangement, or any contract with any labor union or any severance agreement; (ch) material distribution, franchise, license, sales, agency contract pursuant to which it has advanced or advertising contracts; (d) Contracts for the purchase loaned funds or made any Investments of inventory which are not cancelable (without material penalty, cost its funds or other liability) within one (1) year (property or Assets, or agreed to advance or loan funds to any other Person or to do any of the foregoing other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made advances to growers in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local governmentbusiness; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets Assets (other than inventory) or capital stock of another Person; andany Encumbrance which will be extinguished prior to the Closing Date); (j) Contracts involving annual expenditures assignment, license, indemnification or liabilities in excess other contract with respect to any intangible property (including any Proprietary Right); (k) independent or service representative or distributorship agreement; or (l) contracts or financial commitments of more than $400,000, which are 50,000 and not cancelable (without material penalty, cost or other liability) within ninety sixty days not otherwise described above or listed in the Disclosure Schedule (90including without limitation purchase orders, franchise agreements and undertakings or commitments to any governmental or regulatory authority) days. True copies relating to the Business or otherwise affecting the Business not in the ordinary course of business; The Company has performed all obligations required to be performed by it under each Contract and it is not (and, to the Best of the written Contracts identified Company's Knowledge, no other party is) in Section 3.14 breach or violation of, or default under any of the Parent Contracts or other instruments, obligations, evidences of Indebtedness or commitments described in (a)-(l) above. To the Best of the Company's Knowledge, no event has occurred which, with the passage of time or the giving of notice (or both), would result in a default, breach or event of noncompliance under any obligation of the Company pursuant to any Contract. The Company does not have a present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule have been delivered or made available is, to the Best of the Company's Knowledge, legal, valid, binding and enforceable in accordance with its terms. With respect to each Contract which is a lease of personal property, the Company holds a valid and existing leasehold interest under such lease for the term set forth with respect to such lease an the Disclosure Schedule.

Contracts and Commitments. Section 3.14 of the Parent Disclosure (a) Contracts. Schedule contains 5.9 sets forth a complete and accurate --------- list of all Contracts of the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreementcategories: (ai) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders Contracts not made in the ordinary course of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or bothbusiness; (bii) Employment contracts and severance agreements; (iii) Labor or union contracts; (civ) material distributionDistribution, franchise, license, sales, commission, consulting agency or advertising contracts; (d) Contracts for the purchase of inventory contracts which are not cancelable on thirty (without material penalty, cost or other liability30) within one calendar days notice; (1v) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities liabilities, actual or potential, in excess of $400,000 which are 20,000 or otherwise material to the Company, taken as a whole, and not cancelable (without material penalty, cost or other liability) within ninety thirty (9030) calendar days; (evi) promissory Contracts or commitments relating to commission arrangements with others; (vii) Promissory notes, loans, agreements, indentures, evidences of indebtedness indebtedness, letters of credit, guarantees, or other instruments providing for the lending of relating to an obligation to pay money, whether as the Company shall be the borrower, lender or guarantor, guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in excess the ordinary course of $250,000business; (fviii) Contracts (other than Leases) containing covenants limiting the freedom of Parent the Company or any of its Subsidiaries officer, director, shareholder or affiliate, to engage in any line of business or compete with any Person or operate at any locationperson; (gix) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Any Contract where with the customer under such Contract is a federalUnited States, state or local governmentgovernment or any agency or department thereof; (ix) any Contract providing for the acquisition, directly or indirectly Leases of real property; (by merger or otherwisexi) Leases of material assets personal property not cancelable (other than inventorywithout liability) or capital stock of another Personwithin thirty (30) calendar days; and (jxii) Contracts involving annual expenditures Governmental or liabilities in excess regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies all of the written Contracts identified in Section 3.14 listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of the Parent Disclosure each and every oral Contract listed on Schedule have been delivered or made available to the Company5.9, including all amendments and supplements thereto.

Contracts and Commitments. Section 3.14 of Set forth in the Parent Company Disclosure Schedule contains --------------------------------------- Letter is a complete and accurate list of all Contracts of the following categories contracts (written or oral), plans, undertakings, commitments or agreements ("Company ------- Contracts") to which Parent the Company or any of its Subsidiaries is a party or by --------- which any of them is bound as of the date of this Agreement: (a) employment contractseach distribution, includingsupply, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) Labor contracts; (c) material distributioninventory purchase, franchise, license, joint development, sales, agency or advertising contracts; (d) Contracts for the purchase contract involving annual expenditures or liabilities in excess of inventory $200,000 which are is not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) daysyear; (eb) each promissory notesnote, loansloan, agreementsagreement, indenturesindenture, evidences evidence of indebtedness or other instruments instrument providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000100,000; (fc) Contracts (each contract, lease, agreement, instrument or other than Leases) arrangement containing covenants any covenant limiting the freedom of Parent the Company or any of its Subsidiaries subsidiaries to engage in any line the business of business the Company or compete with any Person or operate at any locationperson; (gd) each joint venture or partnership agreements or joint development or similar agreements pursuant agreement that is material to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or the Company and its Subsidiaries; (h) any Contract where the customer under such Contract is Subsidiaries taken as a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Personwhole; and (je) Contracts involving annual expenditures or liabilities any contract that would constitute a "material contract" (as such term is defined in excess Item 601(b)(10) of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) daysRegulation S-K of the SEC). True and complete copies of the written Contracts identified in Section 3.14 of Company Contracts, as amended to date, that would be required to be filed as exhibits to the Parent Disclosure Schedule Company's Form 10-K if such Form 10-K were being filed on this date, that have not been filed prior to the date hereof as exhibits to the SEC Reports have been delivered or made available to Parent. Each Company Contract is valid and binding on the Company, and any Subsidiary of the Company which is a party thereto and, to the knowledge of the Company, each other party thereto and is in full force and effect, and the Company and its Subsidiaries have performed and complied with all obligations required to be performed or complied with by them under each Company Contract, except in each case as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

Contracts and Commitments. Section 3.14 of the Parent Disclosure (a) Schedule contains 2.14 sets forth a complete and accurate list of ------------- all Contracts of contracts known to the following categories to Company, the Stockholders or the Optionholders after reasonable investigation which Parent have been entered into by the Company or any of its Subsidiaries is a party or by which any of them is bound Stockholder relating to the Practice and still in effect as of the date hereof (the "Contracts"), of this Agreementthe following categories: (ai) employment contracts, including, without limitation, Managed care contracts to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or boththird- party payors; (bii) Labor contractsEmployment or similar contracts and severance agreements; (c) material distribution, franchise, license, sales, agency or advertising contracts; (diii) Contracts for (other than Leases set forth on Schedule -------- 2.13) relating to the purchase of inventory Company or the Practice which are not cancelable without ---- liability on thirty (without material penalty30) calendar days (or less) notice; (iv) Options with respect to any property, cost real or other liabilitypersonal, whether the Company is the grantor or grantee thereunder; (v) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities liabilities, actual or potential, in excess of one thousand dollars ($400,000 which are not cancelable (without 1,000) or otherwise material penalty, cost to the Practice or other liability) within ninety (90) daysthe Company; (evi) promissory Promissory notes, loans, agreements, indentures, evidences of indebtedness indebtedness, letters of credit, guarantees, or other instruments providing for the lending of relating to an obligation to pay money, individually in excess of or in the aggregate in excess of one thousand dollars ($1,000), whether as the Company shall be the borrower, lender or guarantor, in excess guarantor thereunder or whereby any properties of $250,000the Company are pledged; (fvii) Contracts (other than Leases) containing covenants limiting the freedom of Parent the Company or any officer, director, employee, or Stockholder of its Subsidiaries the Company, to engage in any line of business or compete with any Person or operate at any location;person; and (gviii) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Any Contract where with the customer under such Contract is a federalUnited States, state or local government; (i) government or any Contract providing for the acquisition, directly agency or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) daysdepartment thereof. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or The Company has made available to PQC true, correct and complete copies within the Company's, a Stockholder's or an Optionholder's possession of, and all records relating to, all of the Contracts listed on Schedule 2.14, including all ------------- amendments and supplements thereto.

Contracts and Commitments. Section 3.14 of the Parent Disclosure Schedule contains a complete and accurate list of 3.09 lists all Contracts of the following categories contracts, agreements, licenses and commitments to which Parent the Company or any of its Subsidiaries ALC is a party or by which any of them it is bound as of (other than leases and subleases set forth in Schedule 3.16 and the date of this Agreement:employee benefit materials disclosed in Schedule 3.10) (collectively, the "MATERIAL AGREEMENTS"): (a) mortgages, indentures, security agreements, guaranties or other agreements and instruments relating to the borrowing of money, the extension of credit or the granting of liens or encumbrances; (b) employment contractsand consulting agreements; (c) union or other collective bargaining agreements; (d) powers of attorney; (e) sales agency, includingmanufacturers representative and distributorship agreements or other distribution or commission arrangements; (f) licenses of material patent, without limitationtrademark and other intellectual property rights; (g) contracts or options relating to the sale by the Company or ALC of any asset, other than sales of inventory in the ordinary course of business; (h) agreements or commitments for capital expenditures in excess of $100,000 for any single project; (i) joint venture agreements; (j) agreements expressly requiring the consent of any party thereto to the consummation of the Merger; (k) agreements, arrangements or understandings with any officer, director, employee or shareholder of the Company or ALC (other than arrangements with respect to the compensation of employees); (l) agreements, contracts or commitments for any charitable or political contribution; (m) agreements restricting the Company or ALC from relocating, closing or terminating any of their respective operations or facilities; (n) agreements purporting to employ executive officers limit the right of the Company or ALC to compete in any line of business, with any person or other entity or in any geographic area; (o) any confidentiality, settlement or other similar agreements entered into within the last three years other than those entered into with the Company's customers, suppliers and subcontractors or in connection with a possible disposition of the Company; or (p) any other contracts with officersagreement, directors contract or shareholders obligation (other than those arising in the ordinary course of Parentbusiness) entered into on or prior to the date hereof calling for or involving the payment, potential payment or accrued obligation by or to the Company or ALC, from the date hereof through the earliest date such agreement, contract or obligation can be terminated unilaterally without material penalty by the Company or ALC, of an amount in excess of $100,000. To the knowledge of the Company and ALC, all of the Material Agreements are legal, valid, binding and in full force and effect, no default exists thereunder on the part of the Company or ALC, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated herebyby this Agreement will not cause any default or condition in respect of any such Material Agreement, termination the effect of employmentwhich is to cause, permit, create or both; (b) Labor contracts; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for perfect the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries to engage right in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) to repudiate or disavow its obligations to the Company or ALC thereunder, (ii) to require or have the right to require the Company or ALC to perform its obligations thereunder (including obligations to pay Indebtedness) prior to such time on which, or on terms and conditions otherwise different from those that, are provided therein or (iii) to recover from the Company or ALC any Contract providing for damages or fines. To the acquisitionknowledge of the Company and ALC, directly no party (including the Company or indirectly (by merger or otherwiseALC) of to any such Material Agreement is in material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000default thereunder. True, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True correct and complete copies of all the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule Material Agreements have been delivered or made available to the CompanyBuyer.

Contracts and Commitments. Except as set forth in Section 3.14 4.6 of ------------------------- the Parent Disclosure Schedule contains a complete and accurate list of all Contracts of the following categories to which Parent or any of its Subsidiaries is Schedule, Sellers are not a party to any written or by which any of them is bound as of the date of this Agreementoral: (a) commitment, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving any obligation or liability on the part of Sellers as the case may be, of more than $25,000 and not cancelable (without liability) within 60 days; (b) lease of real property (the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule the term, annual rent, renewal options and number of square feet leased); (c) lease of personal property involving any annual expense in excess of $25,000 and not cancelable (without liability) within 60 days (the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule a general description of the leased items, term, annual rent and renewal options); (d) contracts and commitments not otherwise described above (including purchase orders, supply contracts, distribution agreements, franchise agreements and undertakings or commitments to any governmental or regulatory authority) relating to the business of Sellers and materially affecting Sellers' business; (e) material governmental or regulatory licenses or permits required to conduct the business of Sellers as presently conducted or operated; (f) contracts or agreements containing covenants limiting the freedom of Sellers to engage in any line of business or compete with any person; or (g) employment contracts, including, including without limitation, contracts to employ executive officers and other contracts with officers, officers or directors of Sellers. Sellers are not in material breach or shareholders violation of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or default under any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) Labor contracts; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penaltyinstruments, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indenturesobligations, evidences of indebtedness or other instruments providing for commitments described in (a)-(g) above, the lending breach or violation of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting which would have a material adverse effect on the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person financial condition of Sellers or the ability of Buyer to operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf the business of Parent or its Subsidiaries; (h) any Contract where Sellers after the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the CompanyClosing.

Contracts and Commitments. Section 3.14 of the Parent Disclosure (a) Schedule 3.19 contains a complete and accurate list of all Contracts (including, without limitation, intercompany contracts) of the following categories to which Parent or any of its the Stock Entities or their Subsidiaries is a party or by which any of them is bound including any Contracts subject to Section 5.5, as of the date of this Agreement: (ai) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, individual severance agreements referenced in Section 8.2(f)(i) and all employment, personal services, consulting, noncompetition, severance, change in control golden parachute or similar arrangements with any officersemployee, employees officer or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) Labor director indemnification contracts; (c1) material distributionall Contracts pertaining to the purchase and sale of natural gas in all its forms and all other hydrocarbons (including liquid products) having a term of more than twenty-seven days or involving the payment or receipt of more than $250,000 per month of cash or other value; (2) all Contracts pertaining to the processing, franchisetreating, licensecompression, salesgathering, agency storage, exchange, transportation or advertising contractstransmission of natural gas in all its forms and all other hydrocarbons (including liquid products) involving the payment or receipt of more than $100,000 per month of cash or other value; (diii) Contracts for the purchase of inventory which are not cancelable (without material penaltyall Contracts, cost Leases, or other liability) within one (1) year Permits (other than Contracts for the purchase of holiday goods in accordance with customary industry practicesEnvironmental Permits) and other Contracts made in the ordinary course of business involving annual expenditures yearly rental payments or liabilities receipts in excess of $400,000 which are not cancelable 250,000 including without limitation all fee properties, leases, easements and rights of way associated with the Equipment Lease-Undivided Interest dated as of November 26, 1991, between The First National Bank of Chicago, as Trustee, and Enron Gas Processing Company and the Site Lease and Easement Agreement dated as of that date between such parties (without material penalty, cost or other liability) within ninety (90) daysthe "Bushton Lease"); (eiv) promissory Promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000250,000 and all related security agreements or similar agreements associated therewith; (fv) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its the Stock Entities and their Subsidiaries to engage in any line of business or compete with any Person person or operate at any location, including, without limitation, any preferential rights granted to third parties; (gvi) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing pending for the acquisitionacquisition or disposition, directly or indirectly (by merger or otherwise) of material assets with a value in excess of $25,000 (other than inventory) or capital stock of another Person; andthe Stock Entities and their Subsidiaries; (jvii) Contracts involving annual expenditures between the Stock Entities and their Subsidiaries, on one hand, and the Sellers or liabilities any affiliate of the Sellers on the other hand; (viii) All Contracts pertaining to the ownership, operation, or maintenance of any and all facilities of the Stock Entities and their Subsidiaries having a term greater than 90 days and having a value in excess of $400,000, 250,000; (ix) Any other agreement of the Stock Entities and their Subsidiaries which requires annual payments to be made or received in excess of $250,000 or are not cancelable (without material penalty, cost or other liability) within with ninety (90) days. ' notice, including the Bushton Guaranties (as hereinafter defined); and (x) A listing of all Contracts entered into between the Stock Entities and Subsidiaries with either the Sellers or their affiliates since December 1, 1999 that are not cancelable upon 30 days notice. (b) True copies of the written Contracts Contracts, and accurate written summaries of the oral Contracts, identified in Section 3.14 of the Parent Disclosure Schedule 3.19 have been delivered or made available to the CompanyBuyer. Except as set forth in Schedule 3.19, neither the Stock Entities nor the Subsidiaries is and, to the knowledge of Sellers, no other party is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of) any term, condition or provision of any Contract identified on Schedule 3.19 except for defaults, breaches, violations or events which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Other than Contracts which have terminated or expired in accordance with their terms, each of the Contracts identified on Schedule 3.19 constitutes valid, binding and enforceable obligations of the Stock Entities, the Subsidiaries or Sellers and Sellers' affiliates to the extent they are parties thereto and, to the knowledge of Sellers, enforceable obligations of any other party thereto, in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect. No event has occurred which either entitles, or would, upon notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Stock Entities and their Subsidiaries to accelerate, or which does accelerate, the maturity of any indebtedness affecting the Stock Entities and their Subsidiaries. Except as set forth in Schedule 3.19, (1) none of Sellers, Sellers' affiliates, the Stock Entities or their Subsidiaries have received any prepayment, advance payment, deposits or similar payments, and have no refund obligation, with respect to any gas or products purchased, sold, gathered, stored or processed by or on behalf of the Stock Entities and their Subsidiaries; (2) none of Sellers, Sellers' affiliates, the Stock Entities or their Subsidiaries have received any compensation for gathering, storage or processing services which would be subject to any refund or create any repayment obligation either by or to the Stock Entities and their Subsidiaries, and to the knowledge of Sellers, there is no basis for a claim that a refund is due; and (3) with regard to gas gathering, processing, storage and sales Contracts in effect as of the Closing Date, the Stock Entities and their Subsidiaries will be entitled to receive the full contract price in accordance with the terms of each such contract for all gas and products gathered, processed and/or sold on and after the Closing Date.

Contracts and Commitments. Section 3.14 of the Parent Disclosure (a) Contracts. Schedule contains 5.9 sets forth a complete and accurate --------- list of all Contracts of the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreementcategories: (a1) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders Contracts not made in the ordinary course of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or bothbusiness; (b2) Employment contracts and severance agreements; (3) Labor or union contracts; (c4) material distributionDistribution, franchise, license, sales, commission, consulting agency or advertising contracts; (d) Contracts for the purchase of inventory contracts which are not cancelable on thirty (without material penalty, cost or other liability30) within one calendar days notice; (15) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities liabilities, actual or potential, in excess of $400,000 which are 15,000, taken as a whole, and not cancelable (without material penalty, cost or other liability) within ninety thirty (9030) calendar days; (e6) promissory Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness indebtedness, letters of credit, guarantees, or other instruments providing for the lending of relating to an obligation to pay money, whether as the Company shall be the borrower, lender or guarantor, guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in excess the ordinary course of $250,000business; (f) 8) Contracts (other than Leases) containing covenants limiting the freedom of Parent the Company or any of its Subsidiaries officer, director, shareholder or affiliate, to engage in any line of business or compete with any Person or operate at any locationperson; (g9) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Any Contract where with the customer under such Contract is a federalUnited States, state or local governmentgovernment or any agency or department thereof; (i10) any Contract providing for the acquisition, directly or indirectly Leases of real property; (by merger or otherwise11) Leases of material assets personal property not cancelable (other than inventorywithout liability) or capital stock of another Personwithin thirty (30) calendar days; and (j12) Contracts involving annual expenditures Governmental or liabilities in excess regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies all of the written Contracts identified in Section 3.14 listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of the Parent Disclosure each and every oral Contract listed on Schedule have been delivered or made available to the Company5.9, including all amendments and supplements thereto.

Contracts and Commitments. Section 3.14 of the Parent Disclosure Schedule contains a complete and accurate list of all Contracts of the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement: (a) employment The Disclosure Schedule, under the caption referencing this ss.3.13, lists the following contracts, includingcommitments and/or binding understandings, without limitationwhether oral or written, contracts to employ executive officers which the Company or any Subsidiary is a party, which are currently in effect, and which relate to the operation of the Company or any Subsidiary's business (collectively, "Material Contracts"): (i) all employment or consulting agreements (other than hourly employment arrangements), any employee benefit plan or a union or collective bargaining agreement; (ii) all bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described under the caption referencing ss.3.17 in the Disclosure Schedule and other than discretionary bonuses for hourly employees; (iii) all distributor, dealer, manufacturer's representative, sales agency or advertising agency contracts obligating the Company or a Subsidiary to make annual payments in excess of $25,000; (iv) all contracts involving annual payments in excess of $25,000 terminable by the other party thereto upon a change of control of the Company or upon the failure of the Company to satisfy financial or performance criteria specified in such contract as provided therein; (v) all leases of personal property involving annual payments in excess of $50,000 (to the extent not otherwise disclosed in the Disclosure Schedule under the caption referencing ss.3.10 hereof); (vi) all contracts between or among the Company, any director, officer or employee thereof or any member of his or her family or any entity affiliated with any such person relating in any way to the Company (to the extent not otherwise disclosed in the Disclosure Schedule under the caption referencing ss.3.19 hereof); (vii) all contracts, agreements or understandings relating to the voting of the Company Shares or the election of directors of the Company; (viii) all contracts relating to the performance and payment of any surety bond or letter of credit involving amounts in excess of $25,000 required to be maintained by the Company or any Subsidiary; (ix) all confidentiality or non-disclosure agreements material to the operations of the Company's or any Subsidiary's business; (x) all stock purchase or stock option plans; (xi) all agreements or indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Security Interest in amount in excess of $25,000 on any of the assets of the Company or any Subsidiary; (xii) all guaranties of any obligation of any Person (other than inter-company guaranties of the Leases) for borrowed money or otherwise; (xiii) all contracts or group of related contracts with officersthe same party for the purchase of products or services under which the undelivered balance of such products or services is in excess of $50,000; (xiv) all contracts or group of related contracts with the same party continuing over a period of more than six months from the date or dates thereof and involving aggregate annual payments in excess of $50,000, directors not terminable by the Company or shareholders any Subsidiary on 30 days' or less notice without penalty; (xv) all contracts which prohibit the Company or any Subsidiary from freely engaging in business anywhere in the world; (xvi) all license agreements or agreements providing for the payment or receipt of Parent, and royalties or other compensation by the Company or any Subsidiary from or to any Person (other than inter-company payments of royalties) in connection with the intellectual property rights listed under the caption referencing ss.3.14 hereof in the Disclosure Schedule; (xvii) all contracts or commitments for capital expenditures in excess of $25,000; (xviii) all agreements for the sale of any capital asset involving an amount in excess of $25,000; and (xix) any other Contracts with agreement that is material to the business, financial condition or for results of operation of the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent Company or any Subsidiary or was not entered into in the Ordinary Course of its Subsidiaries to make any payment to any officers, employees or agents Business involving annual payments in excess of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both;$50,000. (b) Labor contracts;Except as disclosed in the Disclosure Schedule under the caption referencing this Section 3.13(b) and as provided for in ss.7.01(m), the Company and its Subsidiaries have performed in all material respects all obligations required to be performed by them under the Material Contracts required to be disclosed in the Disclosure Schedule under the caption referencing this ss.3.13 and is not in receipt of any written claim of default under any Material Contract required to be disclosed under such caption. Except as disclosed in the Disclosure Schedule referencing this Section 3.13, the Company and its Subsidiaries have no present expectation or intention of not fully performing any material obligation pursuant to any Material Contract required to be disclosed under such caption. The Company has no Knowledge of any material breach or anticipated material breach by any other party to any Material Contract required to be disclosed under such caption. (c) material distributionThe Company will supply a true and correct copy of each written Material Contract and a written description of each oral Material Contract referred to under the caption referencing this Section 3.13(c) in the Disclosure Schedule, franchisetogether with all amendments, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost waivers or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the Companychanges thereto.

Contracts and Commitments. Section 3.14 of Except as set forth on Schedule 5.8 hereof, neither the Parent Disclosure Schedule contains a complete and accurate list of all Contracts of the following categories to which Parent or any of Company nor its Subsidiaries Subsidiary is a party to (or, in the case of clause (e) below, the holder of) any written or by which any of them is bound as of the date of this Agreementoral: (a) commitment, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving any obligation or liability on the part of the Company or its Subsidiary of more than $50,000 (and not more than $100,000 in the aggregate for related instruments) and not cancelable (without further liability) on not more than 30 days' notice. (b) lease of real property (the Disclosure Schedule indicates with respect to each Lease listed on the Disclosure Schedule the term, annual rent, renewal options and number of square feet leased); (c) lease of personal property involving any annual expense in excess of $5,000 and not cancelable without further liability within 30 days (the Disclosure Schedule indicates with respect to each Lease listed on the Disclosure Schedule a general description of the leased items, term, annual rent and renewal options); (d) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including purchase orders, franchise agreements and undertakings or commitments to any Governmental Entity) relating to the business of the Company or its Subsidiary, and which materially affect the Company's or its Subsidiary's business and which are not entered into in the ordinary course of business; (e) material governmental or regulatory licenses or permits required to conduct the business of the Company or its Subsidiary as presently conducted; (f) contracts or agreements containing covenants limiting the freedom of the Company or its Subsidiary to engage in any line of business or compete with any person; (g) contracts, commitments, licenses or permits containing any "change in control" or "parachute payment" provision, as those terms are commonly understood, which would be triggered by the execution, delivery or consummation of the transactions contemplated by this Agreement, including without limitation, any right of termination, right of payment or acceleration of any other right under such contracts, commitments, licenses or permits; (h) employment contracts, including, including without limitation, contracts to employ executive officers and other contracts with officers, officers or directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent Company or its affiliates, and all severance, change in control Subsidiary; or (i) Tax sharing or similar arrangements agreements. Except with any officersrespect to accounts payable set forth on the July Accounts Payable Ledger, employees or agents of Parent that will result the Company and its Subsidiary are not, in any obligation material respect, (absolute and, to the best knowledge of Sellers, no other party is, in any material respect) in breach or contingent) of Parent violation of, or default under, any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) Labor contracts; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penaltyinstruments, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indenturesobligations, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, commitments described in excess of $250,000; (fa)-(h) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the Companyabove.

Contracts and Commitments. (a) Section 3.14 4.17(a) of the Parent Company Disclosure Schedule contains a complete and accurate list of all Contracts lists each of the following categories Contracts (and all amendments, modifications and supplements thereto and all side letters to which Parent or the Company is a party affecting the current obligations of any of its Subsidiaries party thereunder) to which the Company is a party or by which any of them its respective properties or assets are bound (each such Contract, and each Contract listed in Section 4.15 (Real Estate; Properties), Section 4.18 (Intellectual Property Rights) or Section 4.22 (Certain Loans and Other Transactions) of the Company Disclosure Schedule, as well as all Contracts required to be set forth (including in order to ensure the accuracy of the representations and warranties in) in Section 4.17 (Contracts and Commitments), Section 4.15 (Real Estate; Properties), Section 4.18 (Intellectual Property Rights) or Section 4.22 (Certain Loans and Other Transactions) that is bound not so listed, a “Material Contract”): (i) any Contract with any Governmental Entity; (ii) any Contract or indenture relating to Indebtedness or any guarantee by the Company of the obligations of any other party or relating to any interest rate, currency or commodity derivatives or hedging transactions; (iii) any partnership, limited liability company agreement, joint venture, profit-sharing or similar agreement (other than agreements with sales agents containing revenue sharing agreements or arrangements) entered into with any Person; (iv) any Contract for the acquisition, disposition, merger or sale or similar transaction involving any business or material assets (including Intellectual Property) of the Company, other than for Contracts that have been consummated as of the date of this Agreement:Agreement for aggregate consideration under such agreement of less than $75,000 and for which the Company have no continuing indemnification, “earn-out” or other material or contingent obligations; (av) employment contractsany collective bargaining agreements, includingmemoranda or understandings, without limitation, contracts to employ executive officers and settlements or other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements labor agreements with any officersunion or labor organization applicable to the Company, employees its Affiliates or agents their employees; (vi) any Contract that obligates the Company to make any capital commitment or expenditure, individually or in the aggregate, in excess of Parent $75,000; (vii) any employment, bonus, retention, severance or other similar agreement which (x) contains a change of control, or “golden parachute” provision or (y) that will result otherwise provides for base salary or base compensation in any obligation fiscal year that is equal to or greater than $75,000; (absolute viii) any Contract which is performed (in whole or contingentin part) outside of Parent the United States, where a party that is a natural person to the agreement is not a United States citizen, or where all or a portion of the agreement is subcontracted to a natural person that is not a United States citizen; (ix) any Contract to which the Company is a party or by which they or any of its Subsidiaries to make any payment to any officers, employees assets are bound and which involves consideration or agents other obligations in excess of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both$75,000 annually; (bx) Labor contractsall broker, dealer, manufacturer’s representative, distributor, franchise, agency, and consulting Contracts; (cxi) material distribution, franchise, license, sales, agency or advertising contracts; (d) all Contracts for involving the purchase payment of inventory which are not cancelable (without material penalty, cost royalties or other liability) within one (1) year amounts payable by the Company calculated based upon the revenues or income of the Company or income or revenues related to any product of the Company (other than Contracts involving compensation in connection with the sale and distribution of any product of the Company entered into in the ordinary course of business); (xii) any Contract containing (A) most favored nation, exclusive rights, or minimum purchase requirements in favor of any third party, (B) any right of first refusal or first offer or (C) any provision that limits the ability of the Company to (x) compete or operate in any line of business, or with any Person or entity, or in any market or geographic area or during any period of time or (y) acquire or sell any product, assets or services or otherwise develop or distribute any technology (excluding license limitations contained in inbound licenses which limitations are of the type ordinarily included in commercial licenses); (xiii) any Contract obligating the Company to pay a minimum royalty, fee or other payment regardless of usage or purchase; (xiv) any Contract obligating the Company (A) to purchase or otherwise obtain a product or service exclusively from any Person or (B) sell or provide any product or service exclusively to any Person; (xv) all Contracts that result in any person or entity holding a power of attorney from the Company that relates to the Company or its business; (xvi) any Contract providing for indemnification, contribution or any guaranty other than any indemnities contained in Contracts for the purchase purchase, sale or license of holiday goods in accordance with customary industry practices) and other Contracts made products or services in the ordinary course of business involving annual expenditures and that are materially consistent with past practice pursuant to the Company’s standard forms, in the form made available to Parent; (xvii) any Contract entered into since December 31, 2009, or liabilities for which the Company has any ongoing obligations or potential Liabilities, to settle or compromise any Action, or any Action threatened in writing, other than (A) releases entered into with former employees or independent contractors of the Company which do not contain cash settlements in excess of $400,000 20,000 or (B) settlements of accounts payable in the ordinary course of business consistent with past practice for cash amounts paid prior to December 31, 2012 which are do not cancelable (without material penaltyexceed, cost individually or other liability) within ninety (90) daysin the aggregate, $20,000; (exviii) promissory notes, loans, agreements, indentures, evidences all Contracts with such suppliers where costs of indebtedness goods or other instruments providing services purchased are over $75,000 for the lending of money12-month period ending on December 31, whether as borrower, lender or guarantor, in excess of $250,0002012; (fxix) Contracts (other than Leases) containing covenants limiting the freedom of Parent any Contract to which any Related Person, or any of its Subsidiaries to engage in any line of business their immediate family members, is a party or compete with any has an interest in, whether directly or indirectly, other than employment, compensation and benefit arrangements for services as an officer or employee thereof (each, a “Related Person or operate at any locationContract”); (gxx) joint venture or partnership agreements or joint development or similar agreements pursuant any Contracts that purport to which any third party is entitled to develop any Property and/or Facility bind third-parties who were not Affiliates of the Company on behalf the original date of Parent or its Subsidiariessuch Contract, but that become Affiliates after the date of such Contract; (hxxi) any Contract where relating to the customer under such Contract is a federal, state marketing or local governmentadvertising of any products or services of the Company in an amount exceeding $75,000 individually; (ixxii) any Contract providing for that is or would be required to be filed by the acquisition, directly or indirectly (by merger or otherwiseCompany as a “Material Contract” with the SEC pursuant to Item 601(b)(iv) of material assets (other than inventory) Regulation S-K or capital stock of another Persondisclosed by the Company in a Current Report on Form 8-K; and (jxxiii) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies any Contract that commits the Company to enter into any of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the Companyforegoing.

Contracts and Commitments. Section 3.14 of the Parent Disclosure Except as set forth on Schedule contains a complete and accurate list of all Contracts of the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement3.17: (a) employment Aloha has not entered into any agreements, contracts, includingcommitments or restrictions which are material to its business, without limitation, contracts to employ executive officers and other contracts with officers, directors operations or shareholders prospects or which require the making of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or bothcharitable contribution; (b) Labor contractsNo purchase contracts or commitments of Aloha continue for a period of more than 12 months; (c) material distributionThere are no outstanding sales contracts, franchise, license, sales, agency commitments or advertising contractsproposals which continue for a period of more than 12 months or are currently expected to result in losses; (d) Contracts for the purchase of inventory Aloha has not entered into any consulting, sales agency, licensing or distributorship agreements which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) dayscurrently outstanding; (e) promissory notes, loans, There are no outstanding employment agreements, indentures, evidences or any other agreements of indebtedness Aloha that contain any severance or other instruments providing for the lending of money, whether as borrower, lender termination pay liabilities or guarantor, in excess of $250,000obligations; (f) Contracts (other than Leases) containing covenants limiting Aloha is not restricted by agreement from carrying on its business anywhere in the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any locationworld; (g) joint venture Aloha is not under any liability or partnership agreements obligation with respect to the return of inventory or joint development merchandise in the possession of wholesalers, distributors, retailers or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiariescustomers; (h) There are no currently outstanding debt obligations of Aloha for borrowed money, including guarantees of or agreements to acquire any Contract where such debt obligation of others except as shown on or reflected in the customer under such Contract is a federal, state or local governmentLatest Balance Sheet; (i) Aloha has not extended any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Personloan to any person which is currently outstanding; and (j) Contracts involving annual expenditures Aloha has not executed any power of attorney which is currently outstanding, or incurred any currently outstanding obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-▇▇▇▇▇▇, endorser, co-maker, indemnitor or otherwise in excess respect of $400,000the obligation of any person, which are not cancelable (without material penaltycorporation, cost partnership, joint venture, association, organization or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the Companyentity.

Contracts and Commitments. Section 3.14 3.18 of the Parent Disclosure Schedule contains Agreements sets forth a complete and accurate list of all Contracts "Material Contracts" to which Cetoni is party or from which material rights and privileges inure to or obligations which are the responsibility of, Cetoni, copies of which such agreements are attached hereto as Exhibit M. For purposes hereof, the term "Material Contracts" includes all material contracts and commitments all indentures, mortgages, security agreements, leases loan and credit agreements, and all other material agreements (including employment agreements or deferred compensation, pension, profit sharing or retirement plans, supply contracts or contracts for the purchase or sale of products or services), oral or written, imposing any obligation on Cetoni or to which its properties are subject. A contract, commitment or agreement shall be deemed to be material if it either (i) involves or may involve the payment of more than DM25,000 over the life of the following categories to which Parent contract or any of its Subsidiaries is a party commitment or by which any of them is bound as (ii) regardless of the date amount involved, if it is not terminable without penalty solely at the will of this AgreementCetoni upon notice of thirty days or less. Said list is true and correct in all material respects; and, except as disclosed thereon, Cetoni is not bound by any Material Contract whatsoever. Except as set forth in Section 3.18 of the Disclosure Schedule: (a) employment Cetoni has no agreements, contracts, includingcommitments or restrictions which are material to its business, without limitation, contracts to employ executive officers and other contracts with officers, directors operations or shareholders prospects or which require the making of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or bothcharitable contribution; (b) Labor contractsNo purchase contracts or commitments of Cetoni continue for a period of more than 12 months or are in excess of the normal, ordinary and usual requirements of business or at any excessive price; (c) material distributionThere are no outstanding sales contracts, franchisecommitments or proposals of Cetoni which continue for a period of more than 12 months or will result in any loss to Cetoni upon completion or performance thereof, license, sales, agency or advertising contractsafter allowance for direct distribution expenses; (d) Contracts for the purchase of inventory which Cetoni has no outstanding contracts with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that are not cancelable (by it on notice of not longer than 30 days and without material penaltyliability, cost penalty or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) dayspremium; (e) promissory notesCetoni has no employment agreement, loans, agreements, indentures, evidences of indebtedness or any other instruments providing for the lending of money, whether as borrower, lender agreement that contains any severance or guarantor, in excess of $250,000any severance or termination pay liabilities or obligations; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent Cetoni has no collective bargaining or any of its Subsidiaries to engage in any line of business union contracts or compete with any Person or operate at any locationagreements; (g) joint venture Cetoni is not in default, nor is there any known basis for any valid claim of default, under any contract made or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiariesobligation owed by it; (h) any Contract where Cetoni is not restricted by agreement from carrying on its business anywhere in the customer under such Contract is a federal, state or local governmentworld; (i) Cetoni is under no liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, retailers or their customers; (j) Cetoni has no debt obligation for borrowed money, including guarantees of or agreements to acquire any Contract providing for the acquisition, directly or indirectly such debt obligation of others; (by merger or otherwisek) of material assets (other than inventory) or capital stock of another PersonCetoni has no outstanding loan to any person; and (j1) Contracts involving annual expenditures Cetoni has no power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in excess respect of $400,000the obligation of any person, which are not cancelable (without material penaltycorporation, cost partnership, joint venture, association, organization or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the Companyentity.

Contracts and Commitments. Section 3.14 of (a) Insofar as they relate to the Parent Disclosure Business, Schedule 4.9 (together with the leases disclosed in Schedules 4.4(c) and 4.4(d)) contains a true and complete and accurate list of all Contracts of the following categories types of agreements binding on PBBC which require the performance of any obligation by PBBC or the payment or delivery of any consideration by any party thereto after the Closing Date: (i) the Serta Standard License Agreement; (ii) all agreements, contracts and commitments to which Parent or any of its Subsidiaries PBBC is a party or by which any of them the Transferred Assets is bound which by their terms (A) can reasonably be expected to require future payment by or to PBBC of $25,000 or more or (B) cannot be terminated by any party thereto on less than 90 days prior notice; (iii) all written employment contracts and commitments with employees of PBBC providing for direct remuneration for any employee of PBBC or containing any severance or termination pay or obligations for any employee of PBBC; (iv) all collective bargaining agreements and union contracts respecting the Business to which PBBC is a party; (v) all other contracts of PBBC utilized by PBBC in the operation of the Business as of September 30, 1997 for or relating to the date construction of this Agreement:capital assets which exceed $100,000 in any one case or $250,000 in the aggregate; 33 (avi) employment contractsall partnership or joint venture agreements to which PBBC is a party; (vii) any agreement (or group of related agreements) for the purchase or sale of raw materials, includingcommodities, without limitationsupplies, contracts to employ executive officers and products or other contracts with officerspersonal property, directors or shareholders of Parent, and any other Contracts with or for the benefits furnishing or receipt of Parent or its affiliatesservices, and all severancethe performance of which will extend over a period of more than one year, change in control or similar arrangements with any officers, employees or agents of Parent that will result in a material loss to PBBC, or involve consideration in excess of $100,000; (viii) any obligation agreement concerning confidentiality or noncompetition; or (absolute ix) any agreement under which the consequences of a default or contingenttermination could have a Material Adverse Effect on the Business. (b) PBBC has made available to Sleepmaster or Sub full and complete copies of Parent the documents identified in Schedules 4.4(c), 4.4(d) and 4.9 (the "Material Contracts"). (c) Other than the Serta Standard License Agreement, PBBC is not a party to any written agreement and is not subject to any other instruments or documents that would materially restrict the Business from carrying on its business anywhere in the world. (d) To the Knowledge of PBBC, the Material Contracts are valid, binding, enforceable and in full force and effect with respect to the Business and there does not exist any default on the part of PBBC, except with respect to the Unauthorized Sales, or, to PBBC's knowledge, any default on the part of the other party thereto, or any event which with notice or lapse of time or both would constitute a default, under a Material Contract, which default would allow the termination thereof and would have a Material Adverse Effect on the Business. (e) The by-laws of Serta, the Standard License Agreement and the rules and regulations of Serta promulgated thereunder are the only instruments or agreements among Serta and its stockholders to which PBBC or any of its Subsidiaries to make Affiliates are subject or which bind PBBC or any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) Labor contracts; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000;its Affiliates. (f) Contracts (Other than the IRB-Related Obligations, the obligations of PBBC to pay accounts payables and salaries and other than Leases) containing covenants limiting remunerations arising in the freedom Ordinary Course of Parent Business, and the obligations to make payments under certain 34 equipment leases, PBBC is not obligated on or with respect to any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the CompanyDebt.

Contracts and Commitments. Section 3.14 of the Parent 4.8.1 Company Material Contracts The Disclosure Schedule contains sets forth a -------------------------- complete and accurate list of all Contracts (and, other than documents filed as exhibits to the SEC Filings, Purchaser has been provided complete and correct copies of) any of the following categories contracts to which Parent or any of its Subsidiaries the Company is a party or by which any of them the Company is bound as of the date of this Agreement:(each, a "Company Material Contract"): (a) all written management, compensation, employment contracts, including, without limitation, contracts to employ executive officers and or other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements entered into with any officersexecutive officer, employees director or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation key employee of the transactions contemplated hereby, termination of employment, or bothCompany; (b) Labor contractsall contracts under which the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability, in each case in an amount greater than $100,000 and in the aggregate more than $1,000,000; (c) material distributionall bonds or agreements of guarantee or indemnification under which the Company acts as surety, franchise, license, sales, agency guarantor or advertising contractsindemnitor with respect to any obligation (fixed or contingent) in an individual amount or potential amount greater than $100,000 or in the aggregate more than $1,000,000; (d) Contracts all noncompete or similar agreements; (e) all partnership and joint venture agreements; (f) all agreements relating to material acquisitions or dispositions of any business or product line; (g) all insurance policies currently in effect and covering the Company, its operations or personnel; (h) all bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, employment or other employee benefit agreements, trusts, plans, funds or other arrangements for the purchase benefit or welfare of inventory any director, officer or employee of the Company; (i) all agreements pursuant to which are not cancelable the Company has agreed to pay any rebates; (without material penaltyj) all private label agreements with any of the Company's customers; (k) all supply agreements with any of the Company's suppliers including co-packers, cost together with any modification thereof or subsequent agreement related thereto; and (l) all agreements, together with any modification thereof or subsequent agreement related thereto, pursuant to which the Company has licensed from, or to, a third party any product formulations, inventions, trade secrets, know-how, trademarks, trademark registrations, trade names, copyrights or other liability) within intellectual property that are material, individually or in the aggregate, to the Company. The term Company Material Contract does not include any purchase orders having a duration of one (1) year (other than Contracts or less for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made products, services or inventory issued or received in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the Companybusiness.

Contracts and Commitments. Section 3.14 of the Parent Disclosure Schedule contains 4.12 sets forth a true, complete and accurate correct list and description of all Contracts each of the following categories Contracts of each of the Seller Group Subsidiaries (such Contracts, together with all Contracts relating to Intellectual Property set forth in Schedule 4.14, being “Material Contracts”): (i) each Contract involving aggregate consideration in excess of $25,000 and which, in each case, cannot be cancelled by the Seller Group Subsidiary without penalty or without more than 90 days’ notice; (ii) all Contracts that require the Seller Group Subsidiary to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; (iii) all Contracts that provide for the indemnification by the Seller Group Subsidiary of any Person or the assumption of any Tax, environmental or other liability of any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of shares or assets of any other Person or any real property (whether by merger, sale of shares, sale of assets or otherwise); (v) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which Parent the Seller Group Subsidiary is a party; (vi) all employment agreements and Contracts with independent contractors or any of its Subsidiaries consultants (or similar arrangements) to which the Seller Group Subsidiary is a party and which are not cancelable without material penalty or by which any of them is bound as of the date of this Agreement:without more than 90 days’ notice; (avii) employment contractsexcept for Contracts relating to trade receivables, all Contracts relating to Indebtedness (including, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingentguarantees) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or bothSeller Group Subsidiary; (bviii) Labor contractsall Contracts with any Governmental Body to which the Seller Group Subsidiary is a party; (cix) material distribution, franchise, license, sales, agency all Contracts that limit or advertising contracts; (d) Contracts for purport to limit the purchase ability of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries Seller Group Subsidiary to engage compete in any line of business or compete with any Person or operate at in any locationgeographic area or during any period of time; (gx) any Contracts to which the Seller Group Subsidiary is a party that provide for any joint venture or venture, partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiariesarrangement by the Seller Group Subsidiary; (hxi) all Contracts between or among the Seller Group Subsidiary on the one hand and Seller or any Contract where Affiliate of Seller (other than the customer under such Contract is a federal, state or local governmentSeller Group Subsidiary) on the other hand; (ixii) all collective bargaining agreements of each Seller Group Subsidiary with any Contract providing for labor organization, union or association to which the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another PersonSeller Group Subsidiary is a party; and (jxiii) Contracts involving annual expenditures any other Contract that is material to the Company and not previously disclosed pursuant to this Section 4.12. Each Material Contract is valid and binding on the Seller Group Subsidiary in accordance with its terms and is in full force and effect. None of the Seller Group Subsidiaries or, to Seller’s Knowledge, any other party thereto is in breach of or liabilities default under (or is alleged to be in excess breach of $400,000or default under), which are not cancelable (without material penaltyor has provided or received any notice of any intention to terminate, cost any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other liability) within ninety (90) dayschanges of any right or obligation or the loss of any benefit thereunder. True Complete and correct copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been delivered or made available to the CompanyBuyer Parties. The execution and implementation of this Agreement and the Related Documents by the Seller will not constitute a breach of any of the Seller Group Subsidiaries’ contractual obligations, nor will the execution and implementation of this Agreement and the Related Documents by the Seller entitle any Person to terminate or vary any Contract.

Contracts and Commitments. Section 3.14 of the Parent Disclosure Schedule 5.11 contains a true, complete and accurate list of all Contracts each of the following categories written contracts, agreements, understandings or other obligations to which Parent or any of its Subsidiaries Purchaser is a party or by which any of them is its assets or properties are bound as (together with each of the date of this Agreement:agreements disclosed on Schedule 5.10, a "Purchaser Contract"): (a) employment all rental or use agreements, contracts, including, without limitation, contracts covenants or obligations which may involve the payment by or to employ executive officers and other contracts with officers, directors or shareholders Purchaser of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or bothmore than $25,000; (b) Labor contractsany contract, agreement, commitment or obligation to make any capital expenditures in excess of $25,000; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness commitments or other instruments providing for the lending of money, whether as borrower, lender obligations with any Person containing any provision or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants covenant limiting the freedom ability of Parent or any of its Subsidiaries Purchaser to engage in any line of business or to compete with or to obtain products or services from any Person or operate at limiting the ability of any locationPerson to compete with or to provide products or services to, or obtain products or services from, Purchaser, or covering indemnification of another Person other than in the ordinary course of business; (d) any profit-sharing or similar contract, agreement, understanding or obligation with any Person; (e) contracts, agreements, commitments or other obligations with respect to the purchase or sale by or to Purchaser of any product, equipment, facility, or similar item that by their respective terms do not expire or terminate or are not terminable by Purchaser, without penalty, premium or other liability within 30 days or may involve the payment by or to Purchaser of more than $25,000; (f) license, royalty, franchise, distributorship, dealer, service, sales agency, consulting, advisory, public relations or advertising contracts, agreements, commitments or other obligations; (g) joint venture contracts, agreements, commitments or partnership agreements other obligations to provide services or joint development facilities by or similar agreements pursuant to Purchaser or to or by another Person which any third party is entitled to develop any Property and/or Facility on behalf not terminable by Purchaser within 30 days without penalty, premium or other liability or involving payment by Purchaser or the other Person of Parent or its Subsidiariesmore than $25,000; (h) any Contract where all other contracts, agreements, commitments, or other obligations whether or not made in the customer ordinary course of business which either (i) may involve the expenditure by Purchaser of funds in excess of $25,000 per commitment (or under such Contract is a federalgroup of similar commitments), state or local government(ii) are not terminable within 30 days from the date hereof without penalty, premium or other liability, or are otherwise material to Purchaser; (i) contracts, agreements, commitments or other obligations with any Contract providing for the acquisition, directly or indirectly (Person requiring indemnification by merger or otherwise) Purchaser of material assets (another Person other than inventory) or capital stock in the ordinary course of another Personbusiness; andor (j) Contracts involving annual expenditures or liabilities in excess of $400,000all other contracts, which are not cancelable (without material penaltyagreements, cost commitments, or other liability) within ninety (90) days. True copies obligations of the written Contracts identified in Section 3.14 any kind that involve or relate to any officer, director, employee or consultant of the Parent Disclosure Schedule have been delivered Purchaser or made available to the Companyany Affiliate or relative thereof.

Contracts and Commitments. Section 3.14 of the Parent Disclosure (a) Schedule 3.11(a) attached hereto contains a an accurate and complete and accurate list of all Contracts related to the Subject Business and meeting any of the following categories descriptions set forth below to which Parent Seller or any of its Subsidiaries Subsidiary is a party or bound or by which any of them the Purchased Assets are subject or bound, or pursuant to which Seller or any Subsidiary is bound a beneficiary (the “Purchased Contracts”): (i) Contracts obligating Seller to pay, as guarantor or otherwise, any indebtedness or in any way creating any Lien on any of the date of this Agreement:Purchased Assets; (aii) employment contractsLicenses In, includingLicenses Out or royalty Contracts; (iii) Management, without limitation, contracts to employ executive officers and other contracts with officers, directors consulting or shareholders advisory Contracts; (iv) Contracts for the purchase or sale of Parent, and any other Contracts with supplies or products or for the benefits furnishing or receipt of Parent services which has a minimum duration of one year or its affiliatesmore or involves a sum in excess of $25,000, in each case to the extent any such Contract is not terminable by Seller without the payment of any fee or other amount on no more than thirty (30) days notice; (v) Contracts limiting the freedom of Seller, or that would limit the freedom of Buyer after the Closing Date, to freely engage in any line of business or with any Person anywhere in the world; (vi) Contracts relating to the distribution, marketing, advertising or sales of the Software Products, including Contracts with sales representatives or agents; (vii) Contracts pursuant to which Seller subcontracts work to third-parties; (viii) power of attorney; (ix) Contracts relating to the acquisition or sale of any portion of the Subject Business or the Software Products; (x) any employment Contract or severance agreement with any Hired Employee; (xi) any Service Contract with an aggregate amount payable in excess of $10,000; (xii) the Real Estate Lease; or (xiii) other Contracts material to the Subject Business. (b) Seller has made available to Buyer complete and correct copies of each Purchased Contract, together with all amendments, waivers and other changes thereto, and a complete and correct description of all severancematerial terms of all oral Purchased Contracts. No Purchased Contract has been canceled or, change to Seller’s Knowledge, breached by the other party, and Seller has no Knowledge of any planned breach by any other party to any Purchased Contract. Since December 31, 2008, to Seller’s Knowledge, except as set forth on Schedule 3.11(b), no customer, supplier or distributor of the Subject Business has indicated in control writing or similar arrangements orally to Seller that it intends to stop or materially decrease the rate of business done with Seller or that it desires to renegotiate its Contract with Seller or that it would not do business with Buyer. Seller has performed all obligations required to be performed by it in connection with the Purchased Contracts and is not in default under or in breach of any officersPurchased Contract, employees and no event or agents condition has occurred or arisen which with the passage of Parent that will time or the giving of notice or both would result in any obligation (absolute a default or contingent) breach thereunder. Each Purchased Contract is legal, valid, binding, enforceable subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of Parent general applicability relating to or any affecting creditors’ rights and to general principles of its Subsidiaries equity and in full force and effect and, subject to make any payment to any officersSection 2.12, employees or agents of Parent will continue as such following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) Labor contracts;. (c) All Software Products have been sold pursuant to Seller’s standard End User License Agreement in the form attached to Schedule 3.11(c), with no material distributionmodification to the terms thereof, franchise, license, sales, agency or advertising contracts;including terms relating to Seller’s right to assign such End User License Agreement. (d) Contracts for To Seller’s Knowledge, there is no reason to believe that Buyer will be unable (i) to obtain, on monetary terms consistent with those currently in effect with Seller, a written maintenance agreement with any customer of the purchase Subject Business who is not currently a party to a written Service Contract, and (ii) to the extent necessary, to obtain, without the payment or provision by Buyer of inventory which are not cancelable (without material penaltyany sums or inducements, cost or other liability) within one (1) year (other than Contracts for written consents to any transfer of the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days;customer relationship as contemplated hereby. (e) promissory notes, loans, agreements, indentures, evidences Schedule 3.11(e) sets forth a complete and correct list of indebtedness each Purchased Contract that requires a consent or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with action by any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is as a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies result of the written Contracts identified in Section 3.14 execution, delivery and performance of the Parent Disclosure Schedule have been delivered or made available to the Companythis Agreement.

Contracts and Commitments. Section 3.14 As of the Parent date hereof, Section 4.15 of the Seller Disclosure Schedule contains a complete and accurate list of all Contracts contracts (written or oral), plans, undertakings, commitments or agreements or pending negotiations (including, without limitation, intercompany contracts) ("Company Contracts") of the following categories to which Parent the Company or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement: (a) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders stockholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliatesCompany, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent the Company that will result in any obligation (absolute or contingent) of Parent the Company or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent the Company following either the consummation of the transactions contemplated hereby, Contemplated Transactions or termination or change of terms and conditions of employment, or both; (b) Labor contractscollective bargaining agreements; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Company Contracts for the purchase of inventory inventory, supplies or services which are not cancelable cancellable (without material penalty, cost or other liability) within one (1) year (and, other than Company Contracts for the purchase of holiday goods described elsewhere in accordance with customary industry practices) and this Section 4.15, other Company Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 50,000 which are not cancelable cancellable (without material penalty, cost or other liability) within ninety (90) 90 days; (ed) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (fe) Company Contracts (other than Leases) containing covenants limiting the freedom of Parent the Company or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (hf) any Company Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing pending for the acquisitionacquisition or disposition, directly or indirectly (by merger or otherwise) of material assets Assets (other than inventory) or capital stock of another Personany Person (including, without limitation, the Company or any of its Subsidiaries); (g) other than Company Contracts described elsewhere in this Section 4.15 or Company Contracts which may be omitted pursuant to the specific size limitations set forth in other provisions of this Section 4.15, Company Contracts between the Company and any of its wholly owned Subsidiaries, on one hand, and any affiliate of the Company which is not wholly owned, directly or indirectly by the Company on the other hand; (h) any lease (whether of real or personal property) providing for annual rentals of $15,000 or more; (i) any sales, distribution or other similar agreement providing for the sale by the Company or any of its Subsidiaries of materials, supplies, goods, services (including drilling services), equipment or other assets; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000any partnership, which are not cancelable (without material penalty, cost joint venture or other liability) within ninety (90) dayssimilar agreement or arrangement. True and complete copies of the written Company Contracts identified in Section 3.14 4.15 of the Parent Seller Disclosure Schedule have been delivered or made available to the CompanyBuyer.

Contracts and Commitments. Section 3.14 of the Parent Disclosure (a) Schedule contains 3.13 sets forth a complete and accurate list of all Contracts of the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound as Company of the date of this Agreementfollowing categories: (ai) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders Contracts obligating the Company for commitments in excess of Parent, and any other Contracts with or for $50,000 not made in the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation ordinary course of the transactions contemplated hereby, termination Company's conduct of employment, or boththe business; (bii) Labor Employment contracts, handbooks or policies; bonus plans, programs or agreements; and severance plans, programs or agreements; (ciii) material Supply, purchase, distribution, franchise, license, sales, agency sales or advertising contractscommission contracts related to the Company obligating the Company for commitments in excess of $50,000; (div) Contracts for relating to consignment arrangements with others; (v) Contracts involving expenditures or liabilities, actual or potential, in excess of $50,000 or otherwise material to the purchase of inventory which are Company, and not cancelable (without material penaltyliability) by the Company within 30 calendar days; (vi) Contracts or commitments relating to commission arrangements with others; (vii) Promissory notes, cost loans, agreements, evidences of indebtedness, letters of credit, guarantees, or other liability) within one instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (1) year (other than Contracts for excluding credit provided by the purchase of holiday goods in accordance with customary industry practices) and other Contracts made Company in the ordinary course of business involving annual expenditures or liabilities in excess to its customers); (viii) Leases of $400,000 which are personal property not cancelable (without material penalty, cost or other liability) within ninety (90) 30 calendar days;; and (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (fix) Contracts (other than Leases) containing covenants limiting the freedom of Parent the Company or any officer, director or Shareholder of its Subsidiaries the Company to engage in any line of business or compete with any Person or operate at any location;person. The Company has delivered to Acquiror true, correct and complete copies of all of the Contracts listed on Schedule 3.13, including all amendments and supplements thereto. (gb) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies All of the written Contracts identified are valid and in Section 3.14 full force and effect. The Company has duly performed all of its obligations under the Contracts to the extent those obligations to perform have accrued, and no violation of, or default or breach under any Contracts by the Company or, to the knowledge of the Parent Disclosure Schedule have been delivered or made available Company, any other party has occurred and to the knowledge of the Company, any other party has repudiated any provisions thereof. All of the Contracts will be enforceable by the Company after the Closing to the same extent as if the transactions contemplated by this Agreement had not been consummated.

Contracts and Commitments. (a) Section 3.14 5.19(a) of the Parent Wyle Disclosure Schedule contains a sets forth an accurate and complete and accurate list of all material written Contracts of Wyle, and, to the following categories to which Parent or any best of its Subsidiaries is a party or by which any Wyle's knowledge, an accurate and summary of them is bound as all material oral Contracts of Wyle, including the date of this Agreementfollowing: (ai) employment contractsContracts not made in the ordinary course of Wyle's business; (ii) All Government Contracts under which Wyle is the prime contractor and all other Government Contracts to which Wyle is a party; (iii) Any Contract with any foreign governmental authority; (iv) Employment contracts and severance agreement with persons employed by Wyle, including, without limitation, contracts including Contracts (A) to employ executive or terminate officers or other personnel and other contracts with officers, directors present or shareholders former officers or other personnel of Parent, and any other Contracts with Wyle or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent (B) that will result in the payment by, or the creation of any commitment or obligation (absolute or contingent) to pay on behalf of Parent Wyle any severance, termination, "golden parachute," or any of its Subsidiaries to make any payment other similar payments to any officers, employees present or agents former personnel following termination of Parent following either employment or otherwise as a result of the consummation of the transactions contemplated hereby, termination of employment, or bothby this Agreement; (bv) Labor or union contracts; (cvi) material distributionDistribution, franchise, license, sales, commission, consulting agency or advertising contracts; (dvii) Options with respect to any property used in connection with Wyle's business, real or personal, whether Wyle shall be the grantor or grantee thereunder; (viii) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities liabilities, actual or potential, in excess of Two Hundred Fifty Thousand Dollars ($400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days250,000); (eix) promissory Contracts or commitments relating to commission arrangements with others; (x) Promissory notes, loans, agreements, indentures, evidences of indebtedness indebtedness, letters of credit, guarantees, or other instruments providing for the lending of relating to an obligation to pay money, whether as Wyle shall be the borrower, lender or guarantor, in excess of $250,000guarantor thereunder or whereby any Wyle Assets are pledged; (fxi) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries Wyle to engage in any line of business which is competitive with or compete with any Person or operate at any locationrelates to the business of Wyle; (gxii) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf Leases of Parent or its Subsidiaries; personal property not cancelable (hwithout liability) any Contract where the customer under such Contract is a federal, state or local government; within thirty (i30) any Contract providing for the acquisition, directly or indirectly calendar days and involving payments in excess of Fifty Thousand Dollars (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person$50,000); and (jxiii) Contracts involving annual expenditures All teaming or liabilities similar agreements or arrangements that pertain to any Government Contract listed in Section 5.19(a) of the Wyle Disclosure Schedule and to which Wyle is a party which involve payments in excess of Two Hundred Fifty Thousand Dollars ($400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days250,000). True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or Wyle has made available to the CompanyCompanies true, correct and complete copies of all of the Contracts listed in Section 5.19(a) of the Wyle Disclosure Schedule, including all amendments and supplements thereto. (b) Except with regard to Government Contracts which are specifically addressed in Section 5.15 hereof, all of the Contracts of Wyle listed in Section 5.19 of the Wyle Disclosure Schedule are valid and in full force and effect. Wyle has duly performed all of its obligations under the Contracts of Wyle listed in Section 5.19 of the Wyle Disclosure Schedule and, to the best of Wyle's knowledge, all other contracts to which Wyle is a party or by which it or the Wyle Assets are bound, to the extent those obligations to perform have accrued, and no violation of, or default or breach under any Contracts by Wyle or, to the best of Wyle's knowledge, any other party has occurred and neither Wyle nor, to the best of Wyle's knowledge, any other party has repudiated any provisions thereof, except where such violation, default, breach or repudiation would not have a Material Adverse Effect.

Contracts and Commitments. (a) Section 3.14 2.8 of the Parent Disclosure Schedule contains sets forth, with respect to the Company and its subsidiaries, a complete and accurate list of of: (i) all Contracts of the following categories to which Parent contracts or any of its Subsidiaries is a party agreements, whether oral or by which any of them is bound as of the date of this Agreement: written (a) employment contracts, including, without limitation, mortgages, leases, indentures and loan agreements), except (x) such contracts and agreements which are required to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for be set forth in the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation Disclosure Schedule pursuant to clauses (absolute or contingentii) through (xiii) of Parent this Section 2.8 or are listed on other Disclosure Schedules required by this Agreement, (y) contracts and agreements which involve, or which may reasonably be expected to involve, the payment by or to any one or more of the Company and its subsidiaries of less than $50,000 with respect to any one contract or agreement or $75,000 with respect to any related group of contracts or agreements and (z) contracts or agreements in the nature of purchase and sales orders entered into by the Company or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) Labor contracts; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made subsidiary in the ordinary course of business and containing normal terms and conditions, (ii) all sales agency, distribution or dealership contracts that are not cancellable on notice of not less than 90 days and without liability, penalty or premium for such cancellation under such contract; (iii) all employment and consulting agreements or other agreements with employees that contain any severance or termination pay liabilities or obligations that are not cancellable on notice of not less than 90 days without liability, penalty or premium for such cancellation under such contract; (iv) all collective bargaining or union contracts or agreements; (v) all non-competition or other agreements between the Company or any of its subsidiaries and any third party preventing or restricting the Company or any of its subsidiaries from carrying on their respective businesses anywhere in the world; (vi) all debt obligations, mortgages, notes or indentures for borrowed money, including guaranties of or agreements to acquire any such debt obligation of others (other than obligations to be extinguished at or before the Closing) including the amount of any credit line or commitment and the names of all persons authorized to borrow or to discount debt obligations or otherwise act on behalf of the Company or any subsidiary in any dealings with any bank or financial institution; (vii) the name of each bank or other financial institution in which the Company or any subsidiary has an account or safe deposit box, the numbers of such accounts or boxes and the names of all persons authorized to draw thereof or have access thereto; (viii) the names of the ten largest suppliers to, and the ten largest customers of, the Company and its subsidiaries as a whole for the year ended December 31, 1997 together with the approximate dollar volume by supplier and customer and a general description of the goods or services provided by each supplier; (ix) all loans to, or guarantees of loans to, employees of the Company or any subsidiary made by the Company or any subsidiary; (x) all outstanding commitments by the Company or any subsidiary to make a capital expenditure, capital addition or capital improvement involving annual expenditures or liabilities an amount in excess of $400,000 which are not cancelable (without material penalty50,000, cost together with any Capital Expenditure Report by the Company or other liability) within ninety (90) days; (e) promissory notesany subsidiary related to making or committing to make any capital expenditure, loans, agreements, indentures, evidences of indebtedness capital addition or other instruments providing for capital improvement subsequent to the lending of money, whether as borrower, lender or guarantor, date hereof involving an amount in excess of $250,000;50,000; (xi) all contracts or agreements under which the Company or any subsidiary has granted, or is obligated to grant, rights to others to use, reproduce, market or exploit any United States or foreign patents, trademarks, trade names, service marks, service names, technology, copyrights, logos, brand names, designs, industrial designs, inventions, trade secrets, secret processes or know-how involving an amount in excess of $50,000; (xii) the names and current annual compensation rates of all employees of the Company or any subsidiary whose current annual rate of compensation (including bonuses) is $75,000 or more; and (xiii) the names of all retired employees of the Company or any subsidiary who are receiving or are entitled to receive any pension or other benefits under any unfunded plan not qualified under Section 401 of the Internal Revenue Code of 1954, as amended, their ages and their current annual unfunded pension rates. (fb) Contracts (other than Leases) containing covenants limiting True and complete copies of all documents referred to in Section 2.8 of the freedom of Parent or Disclosure Schedule have been heretofore made available to the Buyer. Neither the Company nor any of its Subsidiaries subsidiaries is in default under any document listed or required to engage be listed on Section 2.8 of the Disclosure Schedule and, to the knowledge of Seller, after due inquiry, no other person is in any line of business or compete with any Person or operate at any location;breach thereof. (gc) joint venture or partnership agreements or joint development or similar agreements pursuant to which All such contracts have been entered into lawfully and individually and collectively do not violate the provisions of any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing local, statute, rule, regulation or ordinance, including without limitation, with respect to pricing, except for the acquisitionsuch violations which, directly individually or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000collectively, which are would not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the Companya Material Adverse Effect.

Contracts and Commitments. Section 3.14 of the Parent Disclosure (a) Schedule contains 3.12 sets forth a complete and accurate list of all Contracts of the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreementcategories: (ai) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors Contracts not made in the ordinary course of Graymor's or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation Company's conduct of the transactions contemplated hereby, termination of employment, or bothbusiness; (bii) Labor Employment contracts, handbooks on policies; bonus plans, programs or agreements; and severance plans, programs or agreements; (ciii) material Supply, purchase, distribution, franchise, license, sales, agency sales or advertising contractscommission contracts related to Graymor or the Company; (div) Contracts for involving expenditures or liabilities, actual or potential, in excess of $10,000 or otherwise material to Graymor or the purchase of inventory which are Company, and not cancelable (without material penaltyliability) by the Company within 30 calendar days; (v) Contracts or commitments relating to commission arrangements with others; (vi) Promissory notes, cost loans, agreements, evidences of indebtedness, letters of credit, guarantees, or other liability) within one instruments relating to an obligation to pay money, whether Graymor or the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (1) year (other than Contracts for excluding credit provided by the purchase of holiday goods in accordance with customary industry practices) and other Contracts made Company in the ordinary course of business involving annual expenditures or liabilities in excess to its customers); (vii) Leases of $400,000 which are personal property not cancelable (without material penalty, cost or other liability) within ninety (90) 30 calendar days;; and (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (fviii) Contracts (other than Leases) containing covenants limiting the freedom of Parent the Company or any officer, director or Shareholder of its Subsidiaries the Company to engage in any line of business or compete with any Person or operate at any location;person. Shareholders and Company have delivered to Acquiror true, correct and complete copies of all of the Contracts listed on Schedule 3.12, including all amendments and supplements thereto. (gb) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies All of the written Contracts identified are valid and in Section 3.14 full force and effect. The Company has duly performed all of its obligations under the Contracts to the extent those obligations to perform have accrued, and no violation of, or default or breach under any Contracts by the Company or, to the knowledge of the Parent Disclosure Schedule have been delivered or made available Shareholders, any other party has occurred and to the Companyknowledge of the Shareholders, any other party has repudiated any provisions thereof. All of the Contracts will be enforceable by the Company after the Closing to the same extent as if the transactions contemplated by this Agreement had not been consummated.

Contracts and Commitments. Section 3.14 of the Parent Disclosure Schedule contains (a) CONTRACTS. SCHEDULE 4.7 sets forth a complete and accurate list of all Contracts relating to the Business of the following categories to which Parent or categories, except for any of its Subsidiaries is a party or by which any of them is bound as Contracts entered into in the ordinary course of the date of this Agreementbusiness which may be terminated by Seller on less than thirty (30) days notice without penalty: (ai) employment contractsContracts not made in the ordinary course of the Business; (ii) Employment, includingconsulting and independent contractor contracts with an annualized payment obligation of Seller thereunder in excess of $10,000.00 and severance agreements, including without limitation, limitation contracts (A) to employ or terminate executive officers or other personnel and other contracts with present or former officers, directors or shareholders of Parent, and any other Contracts with Seller or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent (B) that will result in the payment by, or the creation of any obligation (absolute Liability to pay on behalf of Buyer or contingent) of Parent or BBI Biotech any severance, termination, parachute payments within the meaning of its Subsidiaries to make any payment the Code, or other similar payments to any officers, employees present or agents former personnel following termination of Parent following either employment or otherwise as a result of the consummation of the transactions contemplated hereby, termination of employment, or bothby this Agreement; (biii) Labor or union contracts; (civ) material distributionDistribution, supply, purchase, development, OEM franchise, license, technical assistance, sales, commission, consulting, agency or advertising contracts; (d) Contracts for contracts related to the purchase of inventory which are not cancelable (without material penalty, cost Purchased Assets or other liability) within one (1) year (the Business other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made orders received or written in the ordinary course of business business; (v) Options with respect to the purchase of any property, real or personal, whether Seller shall be the grantor or grantee thereunder; (vi) Contracts involving annual future expenditures or liabilities Liabilities, actual or potential, in excess of $400,000 which are 10,000.00 or otherwise material to the Business or the Purchased Assets and not cancelable (without material penalty, cost or other liability) Liability within ninety (90) 30 calendar days; (evii) promissory Contracts or commitments relating to commission arrangements with others; (viii) Promissory notes, loans, agreements, indentures, evidences of indebtedness indebtedness, letters of credit, guarantees, or other instruments providing for the lending of relating to an obligation to pay money, individually in excess of $5,000.00 or in the aggregate in excess of $15,000.00, whether as Seller shall be the borrower, lender or guarantor, guarantor thereunder or whereby any Purchased Assets are pledged excluding credit provided by Seller in excess the ordinary course of $250,000business to purchasers of its products; (fix) Contracts (other than Leases) containing covenants limiting the freedom of Parent Seller or any officer, director, employee or affiliate of its Subsidiaries Seller to engage in any line of business or compete with any Person or operate at any locationperson; (gx) joint venture Any Contract with the United States, or partnership agreements any state or joint development local government or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent agency or its Subsidiariesdepartment thereof; (hxi) any Contract where the customer under such Contract is a federal, state or local governmentLeases of real property; (ixii) material Leases of personal property; (xiii) Any Contract that grants a power of attorney, agency or similar authority to another person or entity; (xiv) Any Contract with an Affiliate of Seller or any Contract providing for the acquisitionSubsidiary or any Representative of Seller, directly any Subsidiary or indirectly (by merger or otherwise) any of material assets (other than inventory) or capital stock of another Persontheir respective Affiliates; and (jxv) All other material Contracts involving annual expenditures or liabilities in excess (including all Government Contracts). Except for the Incomplete Contracts, Seller has delivered to Buyer true, correct and complete 24 copies of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies all of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the Companyand Leases listed on SCHEDULE 4.7, including all amendments and supplements thereto.

Contracts and Commitments. Section 3.14 of the Parent Disclosure Schedule contains SCHEDULE 3.12 sets forth a complete and accurate list of all Contracts of in the following categories to which Parent or any of its Subsidiaries the ▇▇▇▇▇ Entities is a party or by which any of them the ▇▇▇▇▇ Entities is bound as of the date of this Agreement:("MATERIAL CONTRACTS"): (a) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits furnishing of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or services by any of its Subsidiaries the ▇▇▇▇▇ Entities relating to make any payment current or anticipated annual revenues to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination ▇▇▇▇▇ Entities of employment, or bothmore than $1,000,000; (b) Labor contractspartnership or joint venture Contracts with, or any other investment in (whether through the acquisition of an equity interest, the making of a loan or advance or otherwise), any other Person; (c) Contracts (i) under which any of the ▇▇▇▇▇ Entities has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money, (ii) constituting capitalized lease obligations, (iii) under which any of the ▇▇▇▇▇ Entities has granted (or may grant) a security interest or lien on any of its respective properties or assets (other than a Permitted Encumbrance), or (iv) under which any of the ▇▇▇▇▇ Entities has incurred any obligations for any performance bonds, payment bonds, bid bonds, surety bonds, letters of credit, guarantees or similar instruments; (d) material license, option or other Contracts relating to the Intellectual Property (other than computer software subject to shrink wrap licenses); (e) Contracts with any Affiliate of any of the ▇▇▇▇▇ Entities or with any current or former officer, director or employee of any of the ▇▇▇▇▇ Entities; (f) Contracts which require payment in excess of $1,000,000 per year for the purchase of inventory, materials, supplies or equipment, except for open purchase orders that are cancelable without material penalty, cost or other liability on not more than thirty (30) days notice; (g) distribution, franchise, license, sales, agency commission, consulting, advertising or advertising contracts;marketing Contracts; and (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (fh) Contracts (other than Leases) the Ancillary Agreements), containing covenants restraining or limiting the freedom of Parent any of the ▇▇▇▇▇ Entities or any of its Subsidiaries officer, director, shareholder or Affiliate thereof to engage in any line of business or to compete with any Person including by restraining or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant limiting the right to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) dayssolicit customers. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule Sellers have been delivered or made available to the CompanyBuyer a true, correct and complete copy of each written Contract listed in SCHEDULE 3.12 and a complete written description of each oral Contract listed in SCHEDULE 3.12.

Contracts and Commitments. (a) The Disclosure Schedule, under the caption referencing this Section 3.14 of the Parent Disclosure Schedule contains a complete and accurate list of all Contracts of 3.12, lists the following categories contracts, whether oral or written, of an amount or value in excess of $25,000 (other than with respect to the contracts identified in clauses (v) and (viii) below, which shall be disclosed without regard for amount or value) to which Parent or any of its Subsidiaries the Company is a party or by and which any of them is bound are in effect as of the date of this Agreement:hereof (the “Contracts”): (ai) employment contractsall employment, includingagency or consulting agreements, without limitation, all contracts to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or commitments providing for the benefits of Parent or its affiliates, and all severance, change in control termination or similar arrangements with any officerspayments, employees or agents including on a change of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation control of the transactions contemplated hereby, termination of employment, or bothCompany; (bii) Labor contractsall contracts terminable by any other party thereto upon a change of control of the Company or upon the failure of the Company to satisfy financial or performance criteria specified in such contract as provided therein; (ciii) material distributionall contracts between or among the Company, franchiseSeller or any affiliate of Seller, licenseany member of the Executive Committee, salesofficer, agency managing member or advertising contractsemployee of the Company or any member of his or her immediate family or any entity affiliated with any such person relating in any way to the Company; (div) Contracts all contracts relating to the performance and payment of any surety bond or letter of credit required to be maintained by the Company; (v) all confidentiality or non-disclosure agreements; (vi) all agreements or indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of the assets of the Company; (vii) all contracts for the purchase provision of inventory the Company’s services to any third party (a “Client”); (viii) all contracts containing exclusivity or noncompetition provisions or which are not cancelable would otherwise prohibit the Company from freely engaging in business anywhere in the world; (without material penaltyix) all license agreements, cost transfer or joint-use agreements or other liability) within one (1) year (other than Contracts agreements providing for the purchase payment or receipt of holiday goods royalties or other compensation by the Company in accordance connection with customary industry practicesthe Company Intellectual Property (as defined in Section 3.13 hereof); (x) all agreements providing for the development or use of any products, software or Intellectual Property by or for any third party; (xi) all agreements providing for the clearing by third parties of securities transactions effected or introduced by the Company; and (xii) any and all other Contracts made agreements of the Company not entered into in the ordinary course of business involving annual expenditures or liabilities that are material to the business, financial condition, results of operation or prospects of the Company. (b) The Company has performed in excess all material respects all obligations required to be performed by it in connection with the Contracts and is not in receipt of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences any claim of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or default under any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract. Each Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the Companyfull force and effect.

Contracts and Commitments. (a) Section 3.14 2.13(a) of the Parent Company Disclosure Schedule contains a complete and accurate list (indicating the clause of this Section 2.13 pursuant to which disclosure is made) of all Contracts of the following categories written or oral contracts or agreements (including any and all amendments thereto), other than agreements listed in Sections 2.1(b), 2.8(a), 2.9(a), 2.12(a) and (b), 2.15(b), 2.16 or 2.17(c) of the Company Disclosure Schedule and other than purchase orders made in the ordinary course of business, to which Parent which, as of the date hereof, the Company or any of its the Company Subsidiaries is a party or by which the Company or any of them the Company Subsidiaries is bound as (collectively, the "Material Contracts"): (i) any agreements with any present shareholder, employee, officer, director or consultant (or former shareholder, employee, officer, director or consultant to the extent there remain at the date hereof obligations to be performed by the Company or any of the date Company Subsidiaries); (ii) agreements or indentures relating to the borrowing of this Agreement: money; (aiii) employment indemnification agreements or guaranties of any obligation for borrowed money or otherwise; (iv) contracts which prohibit the Company or any of the Company Subsidiaries from freely engaging in business anywhere in the world; (v) any joint venture or profit-sharing agreement (other than with employees); (vi) contracts, includingnot entered into in the ordinary course of business on an arm's- length basis, that are continuing over a period of more than six months from the date hereof and are not terminable by the Company or the Company Subsidiary party thereto on 60 days or less notice without limitation, penalties or premiums (including contracts to employ executive officers provide advertising allowances or promotional services); (vii) any agreements for the purchase by the Company or any of the Company Subsidiaries of any materials, equipment, services, or supplies not entered into in the ordinary course of business on an arm's-length basis, that may not be terminated by the Company or the Company Subsidiary party thereto without penalty upon less than three months' notice; (viii) any agreements or commitments for the acquisition, construction or sale of fixed assets owned or to be owned by the Company or any of the Company Subsidiaries that continue for a period of more than six months from the date hereof and may not be terminated without penalty by the Company or the Company Subsidiary party thereto prior to the expiration of such six-month period; (ix) any agreements that provide for the distribution of goods or services that continue for a period of more than six months from the date hereof and may not be terminated without penalty by the Company or the Company Subsidiary party thereto prior to the expiration of such six-month period; (x) any agreements or arrangements for the sale of any of the assets, properties, services or rights of the Company or any of the Company Subsidiaries other contracts with officers, directors or shareholders than in the ordinary course of Parent, and any other Contracts with business on an arms length basis or for the benefits grant of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or preferential rights to purchase any of its assets, properties or rights or that require the consent of any third party to the transfer and assignment of any of its assets, properties or rights; (xi) any agreements with any third party to develop any intellectual property, franchise or marketing concepts involving payments by the Company or the Company Subsidiary party thereto in excess of Cdn. $10,000; (xii) sponsoring agreements involving payments by the Company or the Company Subsidiary party thereto in excess of Cdn. $10,000; (xiii) any commitments for charitable contributions or any other agreements between the Company or any Company Subsidiary and the ▇▇▇ ▇▇▇▇▇▇ Children's Foundation; and (xiv) any other agreements which (A) are material to the Business of the Company and the Company Subsidiaries taken as a whole or (B), except as disclosed in Section 2.13(b) of the Company Disclosure Schedule, pursuant to make any payment to any officers, employees or agents the terms of Parent following either which the consent of a third party would be required for the consummation of the transactions contemplated hereby, termination of employment, hereby or both;by the Transaction Agreements. (b) Labor contracts;Except as disclosed in Section 2.8(a) or Section 2.13(b) of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries is a party to any contract, agreement or understanding which contains a "change in control" or similar provision or any other provision which could be triggered by the execution and delivery of, or the consummation of the transactions contemplated by, this Agreement or the Transaction Agreements; and the execution and delivery of, or the consummation of the transactions contemplated by, this Agreement or the Transaction Agreements will not (either alone or upon the occurrence of any additional acts or events) by reason of any such provision result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of the Company Subsidiaries to any person. (c) material distributionOn or before the Delivery Date, franchisecomplete copies of all Material Contracts will be provided to Wendy's or Wendy's solicitors. All Material Contracts have been duly executed and are valid and binding and in full force and effect and, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods except as set forth in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwiseSection 2.13(c) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000the Company Disclosure Schedule, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies none of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available Company, any Company Subsidiary or, to the actual knowledge of Seller or the Company, any other party to any Material Contract has breached any provision of, or is in default under, the terms of any Material Contract and no event has occurred which with the lapse of time or the giving of notice or both would constitute a breach or default by any party thereto.

Contracts and Commitments. Section 3.14 of the Parent Disclosure (a) Schedule 3.17 (a) contains a complete and accurate list of all Contracts any of the following categories contracts or commitments regarding the Seller's operation of the Theatres to which Parent or any of its Subsidiaries the Seller is a party or by which any of them is bound as of the date of this Agreement: (a) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) Labor contracts; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000Seller benefits, which are not cancelable (terminable by the Seller at will, without material penalty, cost and which are not listed or described in any other Schedule, and for which Buyer will have any liability whatsoever: (i) Oral or written contracts or commitments for the employment of any Theatre Level Employee, including any severance or other liabilitytermination provisions with respect to such employment; (ii) within ninety oral or written contracts with or commitments to any labor union or any other agreements, amendments, supplements, letters or memoranda of understanding with any labor union or other representative of Theatre Level Employees; (90iii) days. True copies oral or written contracts for the purchase, sale, production or supply, whether on a continuing basis or otherwise, of the goods or services of any type; (iv) oral or written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered distributor, sales agency or made available vendor contracts or subcontracts or any franchise or license agreement; (v) oral or written advertising contracts or commitments; (vi) employee benefit plans, and to the Company.extent not included, any other bonus, vacation, pension, profit sharing, retirement, disability, stock purchase, stock option, health, hospitalization, insurance or similar plan or practice, formal or informal, in effect concerning Theatre Level Employees, for which Buyer will have any liability whatsoever; (vii) any continuing contract or commitment for the purchase, use, or leasing of materials, supplies, inventory, motion pictures, equipment or services not terminable without penalty on less than thirty (30) days notice by the Seller; (viii) any contracts, leases, agreements, commitments, quotas, restrictions or trade conditions upon which the Property depend or are materially affected; (ix) oral or written agreements for the employment of any

Contracts and Commitments. Section 3.14 of the Parent Disclosure Schedule contains a complete and accurate list of all Contracts of the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement: (a) employment contractsExcept for leases required to be disclosed pursuant to Sections 4.12 and 4.13 hereof, includingPlans required to be disclosed pursuant to Section 4.17(a) hereof and insurance policies required to be disclosed by Section 4.20 hereof, without limitationSchedule 4.21(a) attached hereto contains a list of each contract, contracts subcontract, agreement, commitment, option, note, bond, mortgage, indenture, deed of trust, guarantee, franchise or license which: (i) (A) requires payments in excess of Five Hundred Thousand Dollars ($500,000.00); (B) contains the terms and conditions: (I) upon which any person is employed or engaged as an officer, general manager, or consultant; or (II) upon which any severance or other termination payments are payable; (C) provides preferential rights to employ executive officers and other contracts with officers, directors or shareholders purchase any material quantity of Parent, and any other Contracts with or for assets; (D) limits the benefits freedom of Parent or its affiliates, and all severance, any party to engage in any business in any geographic area; (E) contains any "change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either control" provision which would be breached by the consummation of the transactions contemplated herebyby this Agreement; or (F) contains the terms of any guaranty of the payment or performance of any liabilities or obligations the cost of the payment or performance of which liabilities or obligations exceeds, termination in the aggregate, an amount equal to Five Hundred Thousand Dollars ($500,000); and (ii) (A) Seller is a party to and relates primarily to any Automotive Filter Company (hereinafter individually referred to as a "Seller Contract" and collectively as the "Seller Contracts"); or (B) any Automotive Filter Company is a party to or the beneficiary of employment, or both;(hereinafter individually referred to as a "Automotive Filter Company Contract" and collectively as the "Automotive Filter Company Contracts"). (b) Labor contracts;Prior to the date hereof Seller has delivered or otherwise made available to Buyer, true and complete copies of the Seller Contracts and the Automotive Filter Company Contracts including all amendments thereof and modifications thereto. (c) material distributionExcept as set forth in Schedule 4.21(c) attached hereto, franchiseeach of the Seller Contracts and the Automotive Filter Company Contracts are valid, licensebinding and in full force and effect and enforceable in accordance with its terms except to the extent that: (i) such enforcement may be subject to bankruptcy, salesinsolvency, agency reorganization, moratorium or advertising contracts; other similar laws now or hereafter in effect relating to creditors rights; and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (d) Except as set forth in Schedule 4.21(d) attached hereto, Seller is not in material default (and no event or condition exists which, with notice, lapse of time or both would constitute a material default) with respect to any of its obligations under any of the Seller Contracts, and, to the knowledge of Seller, there is no basis for any claim that any other parties to any of the Seller Contracts for the purchase of inventory which are not cancelable (without is in material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance default with customary industry practices) respect to its obligations under such Seller Contracts; and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notesExcept as set forth in Schedule 4.21(e) attached hereto, loansnone of the Automotive Filter Companies is in material default (and no event or condition exists which, agreementswith notice, indentures, evidences lapse of indebtedness time or other instruments providing for both would constitute a material default) with respect to the lending obligations of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any Automotive Filter Company under any of the Automotive Filter Company Contracts and, to the knowledge of Seller, there is no basis for any claim that any other party to any of the Automotive Filter Company Contracts is in material default with respect to its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer obligations under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the CompanyAutomotive Filter Company Contracts.

Contracts and Commitments. Section 3.14 of the Parent Disclosure (a) Schedule contains 2.14 sets forth a complete and accurate list of all Contracts of ------------- contracts known to the following categories to Company and the Stockholders after reasonable investigation which Parent have been entered into by the Company or any of its Subsidiaries is a party or by which any of them is bound Stockholder relating to the Practice and still in effect as of the date hereof (the "Contracts"), of this Agreementthe following categories: (ai) employment contracts, including, without limitation, Managed care contracts to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or boththird- party payors; (bii) Labor contractsEmployment or similar contracts and severance agreements; (c) material distribution, franchise, license, sales, agency or advertising contracts; (diii) Contracts for (other than Leases set forth on Schedule -------- 2.13) relating to the purchase of inventory Company or the Practice which are not cancelable without ---- liability on thirty (without material penalty30) calendar days (or less) notice; (iv) Options with respect to any property, cost real or other liabilitypersonal, whether the Company is the grantor or grantee thereunder; (v) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities liabilities, actual or potential, in excess of one thousand dollars ($400,000 which are not cancelable (without 1,000) or otherwise material penalty, cost to the Practice or other liability) within ninety (90) daysthe Company; (evi) promissory Promissory notes, loans, agreements, indentures, evidences of indebtedness indebtedness, letters of credit, guarantees, or other instruments providing for the lending of relating to an obligation to pay money, individually in excess of or in the aggregate in excess of one thousand dollars ($1,000), whether as the Company shall be the borrower, lender or guarantor, in excess guarantor thereunder or whereby any properties of $250,000the Company are pledged; (fvii) Contracts (other than Leases) containing covenants limiting the freedom of Parent the Company or any officer, director, employee, or stockholder of its Subsidiaries the Company, to engage in any line of business or compete with any Person or operate at any location;person; and (gviii) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Any Contract where with the customer under such Contract is a federalUnited States, state or local government; (i) government or any Contract providing for the acquisition, directly agency or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) daysdepartment thereof. True copies of the written Contracts identified in Section 3.14 of the Parent Disclosure Schedule have been delivered or The Company has made available to PQC true, correct and complete copies within the Company's or a Stockholder's possession of, and all records relating to, all of the Contracts listed on Schedule 2.14, including all amendments and ------------- supplements thereto. (b) Absence of Breaches or Defaults. To the knowledge of the ------------------------------- Company or any Stockholder, all of the Contracts are valid and in full force and effect. The Company and the Stockholders have duly performed all of its or their obligations under the Contracts, and no violation of, or default or breach, under any Contracts by the Company or any other party has occurred except for any violations, defaults, or breaches that would not have a Material Adverse Effect and neither Company nor any other party, to the best of Company's or any Stockholder's knowledge after due inquiry, has repudiated any provisions thereof.

Contracts and Commitments. Section 3.14 of the Parent Disclosure Schedule contains a complete and accurate list of all Contracts of the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement: (a) employment Schedule 2.15 attached hereto contains a true, complete and correct list (if written) and description (if oral) of all material contracts, agreements, leases, licenses and other instruments, whether written or oral, to which the Seller is a party, necessary or useful to the conduct of the Audio Business, as conducted by the Seller, but excluding insurance policies, employee benefit plans, and any loan agreements, indentures, mortgages and guaranties relating to the Audio Business that will cease to exist after the Closing Date and general support, management and supervision provided by the Seller's headquarters office (collectively, the "CONTRACTS"), including, without limitation, contracts the following types of Contracts: (i) all loan agreements, indentures, mortgages and guaranties that relate to employ executive officers the Audio Business or by which any of the Assets are bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to the Audio Business or by which any of the Assets are bound; (iii) all contracts, agreements, commitments, purchase orders or other contracts with officersunderstandings or arrangements relating to the Audio Business or by which any of the Assets are bound which (A) involve payments or receipts by the Seller of more than $25,000 in the case of any single contract, directors agreement, commitment, understanding or shareholders arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which, if terminated or discontinued, could reasonably be expected to have a Material Adverse Effect; (iv) all collective bargaining agreements, employment and consulting agreements relating to the Audio Business or by which any of Parentthe Assets are bound; (v) all agency, distributor, sales representative and similar agreements relating to the Audio Business; (vi) all leases (including the Leases), whether operating, capital or otherwise, relating to the Audio Business; and (vii) any other material agreement or contract entered into by the Seller relating to the Audio Business. For the purposes of this Section 2.15 and Schedule 2.15, (A) Schedule 2.15 shall be deemed to include each of the Leases identified in Schedule 2.10, and (B) any contracts, agreements, commitments, purchase orders or other Contracts with understandings or for arrangements relating to the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries Audio Business but which are not required to make any payment to any officers, employees or agents of Parent following either the consummation be listed on Schedule 2.15 because of the transactions contemplated herebydisclosure threshold set forth in Section 2.15(a)(iii) above shall nevertheless be deemed to be Contracts, termination PROVIDED that the aggregate of employmentall payments and receipts by the Seller under all such contracts, agreements, commitments, purchase orders or both;other understandings or arrangements does not exceed $75,000. (b) Labor contractsExcept as set forth on Schedule 2.15 attached hereto, as to each Contract other than the Leases (which shall be governed by the representations and warranties contained in Section 2.10): (i) each Contract which is to be assumed by the Buyer as an Assumed Liability (an "ASSUMED CONTRACT") is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and neither the Seller nor the Principal has any knowledge that any Assumed Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Assumed Contracts to have been performed by the Seller on its part prior to the date hereof; (iii) the Seller is not in breach of or default under any Assumed Contract in any material respect, and there has occurred no violation by the Seller of any provision of any Assumed Contract which with the passage of time (such as a grace period) or giving of notice or both would constitute such a default by the Seller, result in a loss of rights or result in the creation of any lien, charge or encumbrance on the Seller's assets, thereunder or pursuant thereto; (iv) to the knowledge of the Seller and the Principal, there is no existing breach or default by any other party to any Assumed Contract, and there has occurred no violation of any provision of any Assumed Contract which with the passage of time (such as a grace period) or giving of notice or both would constitute such a default by such other party, result in a loss of rights by the Seller or result in the creation of any lien, charge or encumbrance on the Seller's assets thereunder or pursuant thereto; and (v) the Seller is not restricted by any Assumed Contract from carrying on the Audio Business or activities reasonably related thereto anywhere in the world. (c) Except as set forth on Schedule 2.3, the continuation, validity and effectiveness of each Assumed Contract will not be affected by the transfer thereof to the Buyer under this Agreement nor will the transfer thereof give any person a right of termination or right to make a material distribution, franchise, license, sales, agency or advertising contracts;modification with respect to such Assumed Contract and all such Assumed Contracts are assignable to the Buyer without a consent. (d) Contracts for the purchase of inventory which are not cancelable (without material penaltyTrue, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) correct and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True complete copies of the all written Contracts identified in Section 3.14 and descriptions of the Parent Disclosure Schedule all oral Contracts have previously been delivered or made available by the Seller to the CompanyBuyer.

Contracts and Commitments. Section 3.14 (a) Schedule 3.13(a) sets forth a list, as of the Parent Disclosure Schedule contains a complete and accurate list date hereof, of all Contracts any Contract of the following categories character to which Parent or any of its Subsidiaries (x) the Purchased Assets are bound, (y) the Company is a party or by which is otherwise bound, or (z) the Company or any of them is bound as Affiliate of the date Company uses or holds for use primarily in connection with the conduct of this Agreementthe Business: (ai) Contract or group of related Contracts with the same party (other than standard purchase orders) for the purchase by the Company of products or services which provided for annual payments in excess of $200,000 during the trailing twelve-month period ending on the Latest Balance Sheet Date; (ii) 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 Latest Balance Sheet Date) to the Company in excess of $150,000; (iii) material IP License; (iv) bonus, pension, profit sharing, retirement or other form of deferred compensation plan used primarily in the conduct of the Business, other than as described in Section 3.16 or the Disclosure Schedules relating thereto; (v) Contract for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (vi) broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts which provided for annual payments in excess of $150,000 during the trailing twelve-month period ending on the Latest Balance Sheet Date; (vii) employment contractsagreements and Contracts with independent contractors or consultants (or similar arrangements) and which are not cancellable without material penalty or without more than ninety (90) days’ notice; (viii) except for Contracts relating to trade receivables, all Contracts relating to Indebtedness (including, without limitation, contracts to employ executive officers and other contracts guarantees); (ix) Contract with officers, directors or shareholders of Parent, and any other Contracts with or the Company involving personal services for the benefits employment of Parent any officer, individual employee or its affiliates, and all severance, change other person on a full-time basis providing for (A) base salary in control excess of $150,000 per year; (B) the payment of any cash or similar arrangements with any officers, employees or agents other compensation as a result of Parent that will result in any obligation (absolute or contingent) the execution of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either this Agreement and/or the consummation of the transactions contemplated hereby, termination ; and/or (C) a restriction on the Company to terminate the employment of employment, any employee for any lawful reason or bothfor no reason without severance or other payment obligations; (bx) Labor contractsguaranty of any obligation for borrowed money or other material guaranty involving more than $100,000; (cxi) material joint venture, partnership, limited liability company, stockholder, strategic alliance or other similar Contracts (including any Contract providing for joint research or development of Intellectual Property Rights, marketing or distribution, franchise, license, sales, agency or advertising contractsthe sharing of profits and expenses); (dxii) Contracts for the purchase of inventory which are not cancelable Contract that (without material penalty, cost or other liabilityA) within one materially restricts (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries the Company to engage compete in any line of business or compete with any Person or operate at in any location; area (gincluding, for the avoidance of doubt, both in respect of geography or market area or market segments), (2) joint venture the ability of the Company to sell (or partnership agreements purchase) goods or joint development services to (or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (hfrom) any Contract where Person or (3) the customer ability of the Company to solicit any Person for employment or engagement as an independent contractor, or (B) contains a provision requiring that the pricing provided under such Contract is equal to or less than the pricing provided to any other third party. (xiii) Contract that (A) requires the Company to purchase all or substantially all of its requirements of a federalparticular product or service from a supplier or vendor, state or local government(B) that is a warranty Contract or arrangement with respect to services rendered or products sold, other than warranties entered into in the Ordinary Course of Business; (ixiv) Contract relating to any completed material business acquisition by the Company during the three year period immediately preceding the date hereof (such time period, the “Look-Back Period” and the beginning date of such Look-Back Period, the “Look-Back Date”); or (xv) Any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventoryoff-the-shelf, shrink wrap license agreements that are immaterial to the Business, the Purchased Assets and the Assumed Liabilities) with Google, Inc., Yahoo!, Inc., Microsoft, Inc., or capital stock any of another Persontheir respective Affiliates; (xvi) Contract with any Government Authority; and (jxvii) Any other Contract that is material to the Business, the Purchased Assets or the Assumed Liabilities. (b) The Company has provided to the Purchaser a true and correct copy of all Contracts involving annual expenditures or liabilities listed on Schedule 3.13(a) (the “Material Contracts”), together with all modifications, amendments and supplements thereto and waivers thereunder and with respect to any oral Contract, a written summary thereof setting forth the terms and conditions of each such oral Contract. (c) Except as set forth on Schedule 3.13(a), with respect to each Material Contract: (i) such Contract is in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies full force and effect and a valid and binding agreement of the written Contracts identified Company, enforceable in Section 3.14 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) the Company is not in breach or default in any material respect, and the Company has not taken or failed to take any action which, with notice or lapse of time, would constitute a breach or default in any material respect, or permit termination, material modification, acceleration, or the waiver of any right or benefit, as applicable, under such Contract; (iii) to the Knowledge of the Parent Disclosure Schedule have been delivered Sellers, no other party is in breach or made available default in any material respect under such Contract; and (iv) the Company has not received any written notice that any other party to the Companysuch Material Contract intends to terminate, adversely modify, refuse to perform or refuse to renew such Material Contract.

Contracts and Commitments. Except as set forth in Section 3.14 3.17 of the Parent Tri-County Disclosure Schedule contains a complete and accurate list of all Contracts of the following categories to which Parent or any of its Subsidiaries is a party or by which any of them is bound as of the date of this AgreementSchedule: (a) employment Tri-County has no agreements, contracts, includingcommitments, without limitationor restrictions that are material to its business, prospects, financial condition, working capital, assets, liabilities (absolute, accrued, contingent or otherwise) or operations; (b) There are no purchase contracts or commitments under which Tri-County is required to employ executive officers and other pay in excess of two hundred thousand dollars ($200,000.00), which continue for a period of more than twelve (12) months; (c) There are no outstanding sales contracts or commitments of Tri-County that call for the payment to, or receipt by, Tri-County of more than two hundred thousand dollars ($200,000.00), which continue for a period of more than twelve (12) months; (d) Tri-County has no outstanding contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) Labor contracts; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable by it on notice of not longer than thirty (30) days and without material liability, penalty, cost or other liability) within one (1) year (other than Contracts premium or any agreement or arrangement providing for the purchase payment of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures any bonus or liabilities in excess of $400,000 which commissions based on sales or earnings, except such agreements as are not cancelable (without material penalty, cost or other liability) within ninety (90) daysexpressly permitted by Section 5.2; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for Tri-County is not restricted by agreement from carrying on its business anywhere in the lending of money, whether as borrower, lender or guarantor, in excess of $250,000world; (f) Contracts (other than Leases) containing covenants limiting the freedom Tri-County has no debt obligation for borrowed money, including guarantees of Parent or agreements to acquire any such debt obligation of its Subsidiaries to engage in any line of business or compete with any Person or operate at any locationothers; (g) Tri-County has no power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent, or otherwise), as guarantor, surety, co-signer, endorser, co-maker or indemnitor for the obligation of any person, corporation, partnership, joint venture venture, association, organization, or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries;other entity; and (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies None of the written Contracts identified officers, directors or stockholders of Tri-County has any interest in Section 3.14 any property, real or personal, tangible or intangible, including without limitation Intellectual Property, that is used in the business of the Parent Disclosure Schedule have been delivered or made available to the CompanyTri-County.

Contracts and Commitments. Section 3.14 2.15 of the Parent Disclosure Schedule contains a complete and accurate list of all Contracts contracts (written or oral), plans, undertakings, commitments or agreements ("Contracts") of the following categories to which Parent the Company or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement: (a) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliatesCompany, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent the Company that will result in any obligation (absolute or contingent) of Parent the Company or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent the Company following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) Labor contracts; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent the Company or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent the Company or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing pending for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, 400,000 which are not cancelable concealable (without material penalty, cost or other liability) within ninety (90) days. True copies of the written Contracts identified in Section 3.14 2.15 of the Parent Disclosure Schedule have been delivered or made available to the CompanyParent.

Contracts and Commitments. Section 3.14 Except as set forth in the Financial Statements or in section 4.9 of the Parent Disclosure Schedule contains a complete and accurate list of all Contracts of the following categories to which Parent or any of its Subsidiaries Schedule, no Seller Entity is a party to any written or by which oral: 4.9.1 commitment, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving any actual or potential obligation or liability on the part of them is bound as such Seller Entity of more than Fifty Thousand Dollars ($50,000) individually or in the aggregate and not cancelable (without liability) within thirty (30) days; 4.9.2 lease of real property (section 4.9 of the date Disclosure Schedule indicates for each lease the term, annual rent and renewal options); 4.9.3 lease of this Agreement:personal property involving any annual expense in excess of Ten Thousand Dollars ($10,000) and not cancelable (without liability) within thirty (30) days (section 4.9 of the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule a general description of the leased items, term, annual rent and renewal options); 4.9.4 material contracts and commitments not otherwise described above or listed in the Disclosure Schedule (a) including purchase orders, franchise agreements and undertakings or commitments to any governmental or regulatory authority); 4.9.5 governmental or regulatory licenses or permits required to conduct the business of the Seller Entity as currently conducted; 4.9.6 contracts or agreements containing covenants limiting the freedom of the Seller Entities to engage in any line of business or compete with any person; 4.9.7 employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, officers or directors or shareholders of Parent, and any other Contracts with or for the benefits of Parent or its affiliates, and all severance, change in control or similar arrangements with any officers, employees or agents of Parent that will result in any obligation (absolute or contingent) of Parent or any of its Subsidiaries to make any payment to any officers, employees or agents of Parent following either the consummation of the transactions contemplated hereby, termination of employment, or both;Seller Entities; or (b) Labor contracts; (c) material distribution, franchise4.9.8 agreement, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost permit or other liability) within one (1) year (instrument under which the Seller Entity has acquired or been granted, or sold or granted, a right to use any Proprietary Rights, as defined below. No Seller Entity and, to the best knowledge of the Company, the Partnership, the LLC and Seller, no other than party is in breach or violation of, or in default under, any of the Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days; (e) promissory notesinstruments, loans, agreements, indenturesobligations, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, commitments described in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of Parent or its Subsidiaries; (h) any Contract where the customer under such Contract is a federal, state or local government; (i) any Contract providing for the acquisition, directly or indirectly (by merger or otherwise) of material assets (other than inventory) or capital stock of another Person; and (j) Contracts involving annual expenditures or liabilities in excess of $400,000, which are not cancelable (without material penalty, cost or other liability) within ninety (90) days. True copies of the written Contracts identified in this Section 3.14 of the Parent Disclosure Schedule have been delivered or made available to the Company4.9.