Common use of Contracts Clause in Contracts

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

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

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

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

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

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

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

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

Contracts. 4(pSection 3(r) of the Disclosure Schedule lists the following contracts Contracts and other agreements to which Target any of the Division and the Division Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to any of the Division and the Division Subsidiaries, or involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien Security Interest (other than Permitted Encumbrances) on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality confidentiality, noncompetition or non-competitionnonsolicitation; (vi) any material agreement with the Seller and his Affiliates (other than Target)under which it has granted price protection provisions; (vii) any agreement under which it has granted any exclusive right or license relating to any product, group of products, service, group of services, technology or territory; (viii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its the current or former directors, officers, and employeesemployees of the Seller and its Subsidiaries (including the Division Subsidiaries); (viiiix) any collective bargaining agreement; (ixx) any agreement for the employment of any individual on a full-time, part-time, consulting, time or other basis or any consulting agreement providing annual compensation in excess of $25,000 or providing material severance benefits; (xxi) any agreement under which it has advanced or loaned any amount to any of its the directors, officers, and employees of the Seller (other than officers or employees exclusively of the Napster Division) and the Division Subsidiaries outside the Ordinary Course of Business; (xixii) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvxiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target The Seller has delivered or made available to the Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) listed in Section 3(r) of the Disclosure Schedule and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 3(r) of the Disclosure Schedule. With respect to each such agreementagreement that materially affects the Acquired Assets or the Assumed Liabilities, to the Seller’s Knowledge: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on terms identical in all material respectsrespects following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above) and an assumption in the form attached hereto) and for a period of at least one year from the date of the Closing; (BC) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Contracts. 4(p) Section 3.25 of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person person providing for lease payments in excess of $5,000 25,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00010,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with between the Seller Parent and his Affiliates (other than Target)its affiliates; (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefitstime basis; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course ordinary course of Businessbusiness; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to would have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlement, conciliation operations or similar agreement, results of operations of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced Parent or loaned any other Person amounts in the aggregate exceeding $5,000a Parent Subsidiary; or (xvl) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target The Company has delivered to Buyer the Parent or its counsel a correct and complete copy of each written agreement listed in §4(p) Section 3.25 of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 3.25 of the Disclosure Schedule. With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, valid and binding on the Company and in full force and effect in all material respects; (Bii) to the Company's knowledge, no party is in material breach or default, and and, no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Ciii) no party has repudiated provided the Company with notice of repudiation of any material provision of the agreement.

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

Contracts. 4(pSection 4(l) of the Disclosure Schedule lists the following contracts and other agreements to which the Target is a party: (i) any agreement (or group of related agreements) for the lease of personal property including without limitation software to or from any Person providing for lease payments in excess of $5,000 15,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to the Target, or involve consideration in excess of $5,00015,000; (iii) any agreement concerning a partnership or joint ventureventure (which terms are understood not to including any so-called “partnering” arrangements that are referral relationships); (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 15,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning under which the Target has incurred noncompetition obligations or, outside of the ordinary course of business, has incurred confidentiality or non-competitionobligations; (vi) any material agreement with any of the Seller Sellers and his Affiliates (other than Target)their Affiliates; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a with an employee (whether full-time, time or part-time, consulting) or consultant that (i) either provides for severance benefits upon termination or is not terminable at-will by the Target, or other basis providing (ii) provides for annual compensation in excess of more than $25,000 or providing material severance benefits100,000; (x) any agreement under which it the Target has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could would reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Effect on Target; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00015,000. Target has The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in §4(pSection 4(l) of the Disclosure Schedule (as amended to date) ), and to Sellers’ Knowledge, a written summary setting forth of the material terms and conditions of each all oral agreement agreements referred to in §4(p) of the Disclosure Scheduletherein. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect, subject to the Exception; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, except for the Exception; (C) to Sellers’ Knowledge, no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) to Sellers’ Knowledge, no party has repudiated any material provision of the agreement.

Contracts. 4(p) Section 3.17 of the Parent Disclosure Schedule lists the following contracts and other agreements to which Target Parent or any of its Subsidiaries is a party:party (if applicable): (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 1,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,0001,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 1,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competition; (vif) any material agreement with the Seller any of Parent and his their Affiliates (other than TargetParent and its Subsidiaries); (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 1,000 or providing material severance benefits; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a Parent Material Adverse Effect; (xiil) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiiim) any settlement, conciliation or similar agreement, the performance of agreement with any Governmental Body or which will involve payment after the Closing Date execution date of this Agreement of consideration in excess of $5,0001,000; (xivn) any agreement under which Target Parent or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $5,0001,000; or (xvo) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,0001,000. Target Parent has delivered to Buyer the Company (as applicable) a correct and complete copy of each written agreement listed in §4(p) Section 3.17 of the Parent Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 3.17 of the Parent Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(p) Schedule 4.16 of the Target Disclosure Schedule Schedules lists the following contracts and other agreements to which Target is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annumyear; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00010,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality not entered into in the Ordinary Course of Business, or non-competitionany noncompetition or similar agreement; (vif) any material agreement with the Seller any of Target's officers, directors or Shareholders and his their Affiliates (other than Target); (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xij) any agreement under which the consequences of a default or termination could reasonably be expected to have a Target Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvk) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000, other than agreements entered into after the date hereof for which Target has obtained oral approval from Acquiror. Target has delivered to Buyer Acquiror a correct and complete copy of each written agreement listed in §4(p) Schedule 4.16 of the Target Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedules. With respect to each such agreement: (Ai) the agreement is legalvalid and legally binding obligation of Target, validenforceable against Target in accordance with its terms and conditions, bindingexcept as (A) the enforceability thereof may be limited by bankruptcy, enforceableinsolvency or similar laws affecting creditors' rights generally and (B) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability, and is in full force and effect in all material respects; (Bii) Target is not in material breach or default, and to Target's Knowledge, no other party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Ciii) to Target's Knowledge no party has repudiated any material provision of the agreement.

Contracts. 4(p) Except as otherwise specified therein, SECTION 4.14 of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to the Company, or involve consideration in excess of $5,00010,000; (iii) any agreement concerning a partnership or joint venture; (ivc) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it the Company has imposed a Lien Security Interest on any of its assets, tangible or intangible; (vd) any material agreement concerning confidentiality with any of the Shareholders or non-competitiontheir Affiliates, or regarding the loaning of money to employees, directors or agents of the Company; (vi) any material agreement with the Seller and his Affiliates (other than Target); (viie) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan plan, agreement or arrangement for the benefit of its current or former directors, officers, employees and employeesindependent contractors; and any agreement for the employment or engagement of any Person; (viiif) any material agreement concerning confidentiality or noncompetition; (g) any agreement concerning a partnership or joint venture; (h) any collective bargaining agreement;; and (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xii) any agreement under which the consequences of a default or termination could reasonably be expected likely to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced Company; or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target has The Shareholders have delivered to Buyer Parent a correct and complete copy of each written agreement listed in §4(p) SECTION 4.14 of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) SECTION 4.14 of the Disclosure Schedule. With respect to each such agreement, subject to Laws Affecting Creditors Rights: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (Bii) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the consummation of the transactions contemplated hereby; (iii) no party is in material breach or default, and to Shareholders' Knowledge, no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Civ) no party has repudiated any material provision of the agreement.

Contracts. Section 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 1,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to any of the Company, or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Affiliates (other than Target)Seller; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 15,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect;material adverse effect on the business, financial condition, operations, results of operations, or future prospects of the Company; or (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights)for the consignment of inventory; (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §Section 4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §Section 4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the Transaction; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement; and (E) with respect to any agreement described in Section 4(p)(iv), such agreement may be prepaid without penalty or payment of any premium.

Contracts. 4(p) Except for Contracts described on Schedule 3.19, complete and genuine copies of the Disclosure Schedule lists the following contracts and other agreements which have been delivered to which Target is a partyBuyer, Sellers are not party to: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annumPerson; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,000100,000 (or, in the case of purchase orders, $250,000); (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien granted any security interest on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiif) any collective bargaining agreement; (ixg) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess excluding, however, verbal agreements for employment of $25,000 or providing material severance benefitsany individual which are terminable without cause on an at will basis; (xh) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xii) any consulting agreement with an individual consultant, firm or other organization, other than agreements entered into in connection with the transactions contemplated by this Agreement; (j) any agreement under or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the consequences vesting of a default benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or termination could reasonably the value of any of the benefits of which will be expected to have a Material Adverse Effectcalculated on the basis of any of the transactions contemplated by this Agreement; (xiik) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration contract or commitment relating to Capital Expenditures and involving future payments in excess of $5,00050,000 per year in the aggregate; (xivl) any agreement, contract or commitment relating to the leasing, licensing, disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Sellers’ business; (m) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (n) any dealer, distribution, joint marketing, sales representative, value added, re-marketer or other agreement under which Target has advanced for distribution of Sellers’ products or loaned any other Person amounts in the aggregate exceeding $5,000services; or (xvo) any other agreement (or group Contract for the purchase of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) substantially all of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legalassets of, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach equity interest in or default, merger or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated consolidation with any material provision of the agreementPerson.

Contracts. 4(p) of the Disclosure Schedule 13.16 lists the following contracts and other agreements to which Target any of IAM and CRC is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 20,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00020,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 20,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with the Seller and his any Affiliates (other than Target)of IAM or CRC; (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ixh) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 20,000 or providing material severance benefits; (xi) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xij) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect;Effect on IAM or CRC not identified on any other Schedule hereto; and (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvk) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00020,000. Target Each of IAM and CRC has delivered to Buyer Enviroq and its Subsidiaries, or made available for Enviroq's review, a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 13.16 (as amended to date) ), which shall be deemed to be Schedules for purposes of Section 15.12 hereof, and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Schedule 13.16. Except as set forth on Schedule 13.16 and except as would not reasonably be expected to have a Material Adverse Effect on IAM or CRC, to the Knowledge of the Disclosure Schedule. With IAM and CRC, with respect to each such agreement: (Aa) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (Bb) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Cc) no party has repudiated any material provision of the agreement.

Contracts. 4(p(a) of the Disclosure Schedule 3.16 hereto lists the following contracts contracts, agreements and other agreements commitments, whether written or oral, to which Target Seller is a partyparty and that relate to the Business: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to Seller, provide for discounts or allowances, or involve consideration in excess of $5,00050,000; (iii) any agreement concerning a partnership or joint venture; (iv) any grant of right of first refusal or option to purchase the Purchased Assets; (v) any agreement (or group of related agreements) under which it Seller has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 50,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (vvi) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target)noncompetition; (vii) any agreement with any officer, director, shareholder or employee (other than the Ordinary Course of Business) of Seller or any Affiliate of such Persons; (viii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment or other engagement of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (x) any sales representative or agency agreement, brokers agreement under which it has advanced or loaned dealer agreement or other agreement relating to the sale or distribution of products or services of the Business to or by other Persons; (xi) any amount power or attorney with respect to any of its directors, officers, and employees outside the Ordinary Course of Business; (xixii) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xiixiii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000with a Governmental Authority; (xiv) any agreement under which Target Seller has advanced or loaned any other Person amounts in the aggregate exceeding $5,00050,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target 50,000. (b) Seller has delivered to Buyer a correct true and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) listed on Schedule 3.16 and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Scheduleon Schedule 3.16. With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (Bii) Seller has fulfilled, or taken all action necessary to enable it to fulfill when due, all of its obligations under the agreement; (iii) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iv) no party is in material breach or default, or has alleged a breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Cv) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 4(q) of the Seller's Disclosure Schedule lists the following contracts and other agreements to which Target MAMO is a party: (i) any Agent Agreement, including the name of the agent and the term of such agreement; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (iiiii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to MAMO, or involve consideration in excess of $5,00025,000; (iiiiv) any agreement concerning a partnership or joint venture; (ivv) any agreement (or group of related agreements) under which it MAMO has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien an Encumbrance on any of its assets, tangible or intangible; (vvi) any material agreement concerning confidentiality or non-competitionnoncompetition; (vivii) any material agreement with the Seller and his or any of its Affiliates (other than TargetMAMO); (viiviii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its the current or former directors, officers, and employeesemployees of MAMO; (viiiix) any collective bargaining agreement; (ixx) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 other than at-will employment or providing material severance benefits; (xxi) any agreement under which it MAMO has advanced or loaned any amount to any of its the directors, officers, and employees of the Seller outside the Ordinary Course of Business; (xixii) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights)operations, results of operations, or future prospects of MAMO; (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000; or (xiv) any other agreement which is material to the operations of MAMO. Target Seller has delivered to Buyer a correct and complete copy of each written agreement listed in §4(pSection 4(q) of the Seller's Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 4(q) of the Seller's Disclosure Schedule. With To the Knowledge of Seller, with respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreements that are listed on Section 4(q) of Seller's Disclosure Schedule attached hereto will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, except as otherwise provided specifically in this Agreement with respect to modifications thereof; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule SCHEDULE 3.17 lists the following contracts Contracts and other agreements to which Target the Company is a partyparty as of the date hereof: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annumany amount or for a term of more than one (1) year; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance services of any amount or which will extend over has a period term of more than 1 year or involve consideration in excess of $5,000any duration; (iiic) any agreement concerning a partnership or joint ventureventure agreement; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 any amount, or under which it has imposed a Lien Security Interest on any of its assetsAssets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competition; (vif) any material agreement with the Seller and his Sole Stockholder or Affiliates (other than Target)of the Sole Stockholder; (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, severance or other material plan or arrangement (including any Employee Benefit Plan) for the benefit of its current or former directors, officers, officers and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 or providing material severance benefitsbasis; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xij) any agreement under which the consequences of a default or termination could reasonably be expected to have a Company Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvk) any other agreement (or group of related agreements) the performance of which involves consideration in excess of Ten Thousand Dollars ($5,00010,000.00). Target The Company has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) SCHEDULE 3.17 and attached a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSCHEDULE 3.17. With respect to each such agreement, to the best knowledge of the Company and the Sole Stockholder: (Ai) the such agreement is legal, valid, binding, enforceableenforceable and in full force and effect; (ii) such agreement will continue to be legal, valid, binding, enforceable and in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby; (Biii) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, modification or acceleration, under the such agreement; and (Civ) no party has repudiated any material provision of the such agreement.

Contracts. 4(p) Section 4.18 of the BrightLane Disclosure Schedule lists the following contracts and other agreements to which Target BrightLane is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to any of BrightLane in excess of $50,000, or involve consideration in excess of $5,00050,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 50,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller BrightLane Shareholders and his Affiliates (other than Target)their Affiliates; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingan adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, the performance future prospects of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000BrightLane; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000. Target BrightLane has delivered to Buyer TeamStaff a correct and complete copy of each written agreement listed in §4(p) Section 4.18 of the BrightLane Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 4.18 of the BrightLane Disclosure Schedule. With respect to each such agreementagreement and except for matters which would not have a Material Adverse Effect on BrightLane taken as a whole: (A) as regards BrightLane the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) as regards BrightLane the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) to the Knowledge of BrightLane, no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) to the Knowledge of BrightLane, no party has repudiated any material provision of the agreement.

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

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

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

Contracts. 4(p3(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target Seller is a partyparty that pertain to the Business or the Acquired Assets: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 US$50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, or involve consideration in excess of $5,000US$50,000; (iii) any agreement concerning a strategic alliance, partnership or joint venture; (iv) any agreement (or group of related agreements) under which it Seller has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 US$50,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any agreement concerning non-competition, or any material agreement concerning confidentiality or non-competitionconfidentiality, other than the Partner Agreements and the Confidentiality Agreements; (vi) any material agreement with the involving any Affiliate of Seller and his Affiliates (other than Targetincluding any Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of the officers and employees of Seller or any of its current or former directors, officers, and employeesAffiliates; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, time basis; and any agreement for the employment of any individual on a part-time, consulting, or other basis providing annual compensation basis, in excess of $25,000 US$50,000 per year or not terminable on 30 days' notice or less or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its the directors, officers, and employees outside the Ordinary Course of BusinessSeller or any of its Affiliates; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target Seller has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; orUS$10,000; (xvxiii) any other agreement (or group of related agreements) not otherwise referred to in this §3(p) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule US$50,000; (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (Axiv) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectsPartner Agreements; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.and

Contracts. 4(pss.3(p) of the Disclosure Schedule lists the following contracts and other otheR agreements to which Target is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one (1) year, result in a material loss to Target, or involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his involving any of Sellers or their Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesany Employee; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,00025,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,00025,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(pss.3(p) of the thE Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pss.3(p) of the Disclosure Schedule. With respect to each such agreement: (A) the thE agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in ss.2 above); (C) neither Target nor, to Target's Knowledge, any third party is in material breach breacH or default, and to Target's Knowledge, no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated in writing any material provision of the agreement.

Contracts. 4(p4(o) of the Disclosure Schedule lists the following contracts and other agreements to which Target ESCLI is a party: (i) any agreement (or group of related agreements) for the lease of personal property (other than lease-back obligations) to or from any Person providing for lease payments in excess of $5,000 One Hundred Twenty Thousand French Francs (FF 120,000) per annum; (ii) any agreements and contracts with customers and any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to ESCLI, or involve consideration in excess of $5,000Two Hundred Thousand French Francs (FF 200,000); (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangibleOne Hundred Twenty Thousand French Francs (FF 120,000); (v) any material agreement concerning confidentiality or non-competitioncompetition provisions; (vi) any material agreement with any of the Seller Sellers and his their Affiliates (other than TargetESCLI); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan Plan or arrangement for the benefit of its current or former directors, officers, directors and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 Seventy Thousand French Francs (FF 70,000) or providing material severance benefitsbenefits in excess of One Hundred Twenty Thousand French Francs (FF 120,000); (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, directors and employees outside the Ordinary Course of Businessemployees; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect;material adverse effect on the business, financial condition, operations, results of operations, or future prospects of ESCLI; or (xii) any agreement under which it has granted any Person any registration rights (includingother than agreements or contracts with customers, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000One Hundred Twenty Thousand French Francs (FF 120,000). Target The Guarantor has delivered to Buyer a correct Kend▇▇ ▇ ▇orrect and complete copy of each written agreement listed in §4(psection.4(o) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(psection.4(o) of the Disclosure Schedule. With respect to each such agreement: (A) to the Knowledge of the Guarantor, the agreement is legalin full force and effect; (B) to the Knowledge of the Guarantor and unless the existence, validif any, bindingof change of control provisions provided for in said agreements as set forth is section.4(o)(xi) of the Disclosure Schedule, enforceable, and the agreement will continue to be in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby; (BC) to the Knowledge of the Guarantor, no party is in material breach or material default, and no event has occurred that which with notice or lapse of time would constitute a material breach or material default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement. Except as listed on section.4(o) of the Disclosure Schedule, ESCLI is not a party to any contract or agreement, relating to provision by ESCLI of services, with any French, state or local government, governmental agency or other governmental authority.

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

Contracts. 4(pSection 4(o) of the Disclosure Schedule lists the following written contracts and other agreements and oral contracts and agreements to which the Target is a partyparty of which the Seller Knowledge: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year and involve consideration of more than $10,000, or result in a loss to the Target, or involve consideration consideration, in excess of $5,00020,000; (iii) any agreement concerning participation by the Target in a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Affiliates (other than Target)and/or its Affiliates; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 20,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingadverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Target; or (xvxii) any other agreement (or group of related agreements) outside the Ordinary Course of Business the performance of which involves consideration in excess of $5,00020,000. Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(pSection 4(o) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 4(o) of the Disclosure Schedule. With respect to each such agreement, except as may be expressly disclosed in Section 4(o) of the Disclosure Schedule: (A) the agreement is legal, valid, binding, enforceable, presently in full force and effect; (B) the agreement will continue to be in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby; (BC) to the Knowledge of the Seller, no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit petit termination, modification, or acceleration, under the agreement; and (CD) to the Knowledge of the Seller, no party has repudiated any material provision of the agreement.

Contracts. 4(pSchedule 4.01(x)(i) of the Disclosure Schedule lists the following contracts and other agreements to which Target any of CRC and the CRC Acquired Subsidiaries is a party:party which relate in any way to any of the Acquired Businesses (each a "CRC Material Contract"): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person person providing for lease payments in excess of $5,000 50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to any of CRC and the CRC Acquired Subsidiaries, or involve consideration in excess of $5,00050,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 50,000 or under which it has imposed granted a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ixvii) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (xviii) any agreement under which it has advanced or loaned any amount in excess of $10,000 to any of its directors, officers, and employees outside the Ordinary Course of Businessofficers or employees; (xiix) any agreement with, or plan covering, any officer or employee of CRC or any CRC Acquired Subsidiary the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving CRC or any of the CRC Acquired Subsidiaries of the nature contemplated by this Agreement; (x) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse EffectEffect on the Acquired Businesses; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000 during any consecutive 12 month period. Target CRC has delivered to Buyer JEI (i) a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule CRC Material Contract (as amended to date) and (ii) a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedule 4.01(x)(i). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights generally, by general equitable principals (regardless of whether such enforceability is considered in a proceeding in equity or as law), and except to the extent that indemnification provisions may be unenforceable due to public policy; (B) subject to the receipt of any necessary approvals and consents for the transfer of the rights thereunder to JEI (which approvals and consents are listed on Schedule 4.01(d)), the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby; (BC) except as otherwise set forth on Schedule 4.01(x)(ii)(C) and except for the license agreement with Carnival, which will be terminated at the Closing, no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement, except for any of the foregoing matters which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Acquired Businesses taken as a whole; and (CD) to the best of CRC's knowledge, no party has repudiated any material provision of the agreement.

Contracts. 4(p) of Schedule 4.13 accurately identifies each contract with respect to the Disclosure Schedule lists Purchased Assets or the following contracts and other agreements Mortgage Business to which Target Seller is a party, including but not limited to the following: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commoditiesequipment, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to Seller, or involve consideration in excess of $5,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for from borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with the Seller and his Affiliates (other than Target)Shareholder; (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course ordinary course of Businessbusiness; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingEffect on the Mortgage Business, without limitationincluding its financial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations or similar agreementfuture prospects, or the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Purchased Assets; or (xvl) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target Seller has delivered to Buyer Purchaser a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to listed in §4(p) of the Disclosure Schedule. Schedule 1A. With respect to each such agreement: agreement covered by this Section 4.13, (A) the agreement is legal, valid, binding, enforceableenforceable and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable and in full force and effect in all material respectson identical terms at the Closing; (BC) no neither Seller nor, to the knowledge of Seller Group, any other Person a party thereto is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no neither Seller nor, to the knowledge of Seller Group, any other Person a party thereto has repudiated or modified any material provision of the agreement.

Contracts. 4(pSection 3(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target BST or We Sell is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to BST or We Sell, or involve consideration in excess of $5,00050,000; (iii) any agreement concerning a partnership or joint venture; (iv) any material agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 50,000 or under which it has imposed a Lien security interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition other than (A) any such agreements with clients and vendors in the Ordinary Course of Business and (B) any such agreements entered into in connection with the transactions contemplated by this Agreement; (vi) any material agreement with the Seller and his Affiliates (other than Target); (viias set forth in Section 3(l) with respect to its employees, any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directorsmanagers, officers, and employees; (viiivii) any collective bargaining agreement; (ixviii) any agreement other than on an employment-at-will basis for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (xix) any agreement under which it has advanced or loaned any material amount to any of its directorsmanagers, officers, members and employees outside the Ordinary Course of BusinessBusiness as of the Closing; (xix) any agreement under which the consequences of a default or termination could reasonably be expected to may have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation Effect on BST or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000We Sell; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000. Target has The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 3(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceableand enforceable against BST or We Sell (as the case may be) and, to Sellers’ Knowledge, against the other parties thereto, and in full force and effect in all material respectseffect; (B) no party neither BST nor We Sell has received written notice from the counterparty that it is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) to the Knowledge of the Sellers, no party has repudiated any material provision of the agreement.

Contracts. Section 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target Internet Now is a partyparty as of the Closing Date: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annumPerson; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve involves consideration in excess of $5,0001,000.00, other than to customers of Internet Now in the Ordinary Course of Business; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Shareholders or Affiliates (other than TargetInternet Now); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, independent contractor or other basis providing annual compensation in excess of $25,000 40,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees or any affiliates thereof outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have Shareholder provided a Material Adverse Effectpersonal guarantee; (xii) any agreement under which it has granted any Person any registration rights (includingthe consequences of a default or termination could have a material adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, the performance future prospects of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Internet Now; or (xvxiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has Shareholders have delivered to Buyer RMI a true, correct and complete copy of each written agreement listed in §Section 4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §Section 4(p) of the Disclosure Schedule. With To the Warranting Shareholders' Knowledge, with respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect in identical terms following the consummation of the transaction contemplated hereby; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p4(l) of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 2,000,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or is reasonably expected to involve annual consideration in excess of $5,0005,000,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Affiliates (other than Target)any of Sellers or their Affiliates; (vii) any profit sharing, stock equity option, stock equity purchase, stock equity appreciation, deferred compensation, severance, retention, change of control or other material plan or arrangement for the benefit of its current or former directorsmanagers, officers, and employeesemployees and/or consultants; (viii) any collective bargaining agreement; (ix) any agreement for the or with respect to employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefitsconsulting basis; (x) any agreement under which it has advanced or loaned any amount to any of its directorsmanagers, officers, employees and employees outside the Ordinary Course of Businessconsultants; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingEffect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation assets, liabilities, obligations results of operations, assets, liabilities, obligations or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Company; or (xvxii) any other agreement (or group of related agreements) not enumerated in this §4(l), the performance of which involves consideration in excess of $5,0005,000,000. Target The Company has delivered made available to Buyer a correct and complete copy of each written agreement listed in §4(p4(l) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) no party the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by this Agreement; (C) the Company is not in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or defaultdefault by the Company, or permit termination, modification, or acceleration, under the agreement; and (CD) to the Knowledge of the Company, no other party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by such other party, or permit termination, modification or acceleration under the agreement other than in accordance with its terms nor has any other party repudiated any material provision of the agreement.

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

Contracts. 4(pWith respect to each of the contracts listed in Section 4(m) of the Disclosure Schedule: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect as to the Company; (B) neither the Company nor, to the Knowledge of the Seller Entities, any other party is in material breach or default, and to the Knowledge of the Seller Entities, no event has occurred which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) to the Knowledge of the Seller Entities, no party has repudiated any material provision of the agreement. Section 4(m) of the Disclosure Schedule lists the following contracts and other agreements in effect on the date hereof to which Target the Company is a party: (i) any agreement (or group of related agreements) for the lease of real or personal property to or from any Person providing for lease payments in excess of $5,000 100,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,000100,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 100,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible, other than the Bank Guarantee and the Security Agreement; (iv) any written agreement concerning confidentiality or noncompetition; (v) any material agreement concerning confidentiality with a Seller Entity or non-competitionanother Affiliate of the Company; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiivii) any collective bargaining agreementagreement (each a “Collective Bargaining Agreement” and collectively the “Collective Bargaining Agreements”); (ixviii) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 100,000 or providing material severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xix) any agreement under which the consequences of a default or termination could would reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed 100,000 in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreementaggregate.

Contracts. 4(pExcept as executed in connection with the transactions contemplated herein, Section 3(r) of the I-trax Disclosure Schedule lists the following contracts and other agreements to which Target I-trax or any of its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase of raw materials, commodities, supplies, products, or other personal property, or for the receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to I-trax or any of Subsidiaries or involve consideration in excess of $50,000; (iii) any agreement (or group of related agreements) for the sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to I-trax or any of Subsidiaries or involve consideration in excess of $5,00050,000; (iiiiv) any agreement concerning a partnership or joint venture; (ivv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 50,000 or under which it has imposed granted a Lien Security Interest on any of its assets, tangible or intangible; (vvi) any material agreement concerning confidentiality or non-competitionnoncompetition; (vivii) any material agreement with any of the Seller and his I-trax Stockholders or any of their Affiliates (other than TargetI-trax); (viiviii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiiix) any collective bargaining agreement; (ixx) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 100,000 or providing material severance benefits; (xxi) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. Disclosure Schedule 4(p) of the Disclosure Schedule lists the following contracts and other agreements agreements, written or oral, to which Target is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of Five Thousand Dollars ($5,000 5,000) per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one (1) year or involve consideration in excess of Five Thousand Dollars ($5,000); (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness Indebtedness for borrowed money, or any capitalized lease obligation, in excess of One Dollar ($5,000 1) or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller Sellers and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, phantom stock, cash bonuses due upon sale of Target, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing any of the following: A) annual compensation in excess of Thirty Thousand Dollars ($25,000 30,000); B) a guarantee of employment of one (1) year or more; or C) providing material severance benefits; (x) any agreement under which it Target has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessmanagers or employees; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of agreement with any governmental entity or which will likely involve payment after the Closing Date of consideration in excess of Five Thousand Dollars ($5,000); (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding Five Thousand Dollars ($5,000); or (xv) any other agreement (or group of related agreements) the performance of which involves consideration or expenditures by Target in excess of Five Thousand Dollars ($5,000). (xvi) Disclosure Schedule 4(p)(xvi) lists or describes any warranties under contracts or agreements with clients for work done by Target for that client, and a general description of the history and scope of any claims under those warranties. Target has Sellers have delivered to Buyer a correct and complete copy of each written agreement contract listed in §4(p) of the Disclosure Schedule (as amended to date4(p) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §Disclosure Schedule 4(p) of the Disclosure Schedule). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule 4.14 lists the following contracts and other agreements to which Target the Seller is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 500 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over cannot be terminated with thirty days notice, would result in a period of more than 1 year material loss to Seller, or involve involves consideration in excess of $5,000500; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 500 or under which it has imposed a Lien security interest or lien on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with involving any of the Seller Principals and his Affiliates their affiliates (other than TargetSeller); (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 500 or providing material severance benefits; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course ordinary course of Businessbusiness; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingan adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Target; or (xvl) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000500 singly, or $2,500 in the aggregate. Target Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 4.14 (as amended to dateas of the Closing Date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedule 4.14. With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (Bii) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (to the extent that it is being assigned and assumed hereunder); (iii) to the knowledge of Seller and the Principals no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Civ) no party has repudiated any material provision of the agreement.

Contracts. 4(p(a) Schedule 4.12(a) lists all of the Disclosure Schedule lists following written agreements (other than Customer Contracts, as defined below, and agreements relating to Debt which will be repaid, repurchased or otherwise redeemed at or prior to the following contracts and other agreements Closing) to which Target the Company or any Company Subsidiary is a party: (i) any agreement (or group of related agreements) for the lease performance of personal property to or from any Person providing for lease payments which will involve annual consideration in excess of $5,000 per annum250,000; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000energy supply agreement; (iii) any agreement concerning a partnership limited liability company, partnership, joint venture or joint venturesimilar arrangement other than the Organizational Documents of Northwind Chicago and Northwind Midway; (iv) any agreement with a governmental department, commission, board, bureau, agency or instrumentality; (v) any agreement (or group of related agreements) under which it the Company or any Company Subsidiary has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition250,000; (vi) any material agreement with the Seller and his Affiliates (concerning confidentiality or noncompetition, other than Target)representative confidentiality agreements and noncompetition restrictions entered into in the Ordinary Course of Business such as employment, contracting and consultant agreements; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement similar agreement for the benefit of its current or former directors, officers, and employeesemployees and with respect to which the Company or any Company Subsidiary may have liability; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, directors or officers, and employees outside the Ordinary Course Seller or any Affiliate of Businessthe Seller; (xiix) any agreement for the lease of personal property to or from any Person involving annual consideration in excess of $250,000; or (x) any other agreement under which the consequences of a default or termination could would be reasonably be expected likely to have a Material Adverse Effect; (xii) any agreement under which it . The Seller has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, made available to the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer Purchaser a correct and complete copy of each agreement (including all amendments thereto) listed on Schedule 4.12(a). All agreements listed on Schedule 4.12(a) are legal, valid and binding agreements of the Company or the Company Subsidiary party thereto and no breach or default by the Company or the Company Subsidiary party thereto, or to the Knowledge of the Seller, by the other party to such agreement, has occurred and is continuing. Neither the Seller, nor the Company or any Company Subsidiary has received any written notice of, nor has any reason to believe that there exists, any material default under any agreement listed in §4(pon Schedule 4.12(a) that has not been cured, nor has it received any termination notice with respect thereto. To the Knowledge of the Disclosure Seller, each other Person that has any obligation or liability under any agreement listed on Schedule (as amended to date4.12(a) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach compliance with all applicable terms and requirements of such agreement. There are no renegotiations of or defaultattempts to renegotiate any material amounts paid or payable to or by the Company or any Company Subsidiary under any agreement listed on Schedule 4.12(a) and, to the Knowledge of the Seller, no Person has made written demand for such negotiation. Neither the Seller, nor the Company or any Company Subsidiary has waived any material claims or rights under any agreement listed on Schedule 4.12(a). (b) Part I of Schedule 4.12(b) lists all agreements between the Company or the Company Subsidiaries and their customers (each, a "Customer Contract"), including, without limitation, any Customer Contract between the Company or any Company Subsidiary and a governmental department, commission, board, bureau, agency or instrumentality. The Seller has made available to the Purchaser a correct and complete copy of each Customer Contract. None of the customers listed on Part I of Schedule 4.12(b) has canceled any Customer Contract to which such customer is a party or, to the Knowledge of the Seller, (i) threatened to cancel any Customer Contract to which such customer is a party or (ii) claimed that the Company, any Company Subsidiary, or any of their respective directors, officers, employees, agents, contractors or Affiliates have engaged in any fraudulent or deceptive practices or conduct. Except as set forth on Part II of Schedule 4.12(b), the Customer Contracts are legal, valid and binding agreements of the Company or the Company Subsidiary party thereto and no event has occurred that with notice or lapse of time would constitute a material breach or defaultdefault by the Company or the Company Subsidiary party thereto, or permit terminationto the Knowledge of the Seller by the customer under such Customer Contract, modificationhas occurred and is continuing. Except as set forth on Part II of Schedule 4.12(b), neither the Seller, nor the Company or accelerationany Company Subsidiary has received any written notice of, under the agreement; and (C) no party nor has repudiated any reason to believe that there exists, any material provision default under any Customer Contract that has not been cured. Except as set forth on Part II of Schedule 4.12(b), to the Knowledge of the Seller, each other Person that has any obligation or liability under any Customer Contract is in material compliance with all applicable terms and requirements of such agreement. There are no renegotiations of or attempts to renegotiate any material amounts paid or payable to the Company or any Company Subsidiary under any Customer Contract and, to the Knowledge of the Seller, no Person has made written demand for such negotiation. Neither the Seller, nor the Company or any Company Subsidiary has waived any material claims or rights under any Customer Contract. (c) The Company and the Company Subsidiaries have fully complied with any "most favored nation" provision in any of the Customer Contracts.

Contracts. 4(p) Section 3.16 of the Seller’s Disclosure Schedule lists the following contracts and other agreements agreements, whether written or oral, to which Target Seller or any Subsidiary is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 5,000.00 per annumyear; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000; (iiib) any agreement concerning a partnership or joint venture; (ivc) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000.00 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (vd) any material agreement concerning confidentiality or non-competitionnoncompetition that restricts Seller’s business; (vie) any material agreement with the Seller involving any Member and his their Affiliates (other than TargetSeller); (viif) any profit sharing, stock option, stock limited liability company interests purchase, stock limited liability company interest appreciation, deferred compensation, severance, severance or other material plan or arrangement for the benefit of its current or former directors, officers, officers and employees; (viiig) any collective bargaining agreement; (ixh) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 or providing material severance benefitsbasis; (xi) any agreement under which it has advanced or loaned any amount to any of its directors, officers, officers and employees outside the Ordinary Course of Business; (xij) any agreement granting any power of attorney with respect to the affairs of Seller; (k) any indemnity agreement, suretyship contract, performance bond, Assets maintenance or other form of guaranty agreement; (l) any agreement to indemnify, hold harmless or defend any third party; (m) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse EffectEffect on Seller or any Subsidiary; (xiin) any agreement under which it has granted any Person any registration rights (includingsales or customer contract involving a customer was responsible for more than $50,000.00 in revenue for the year ended December 31, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,0002012; or (xvo) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00015,000.00 other than contracts that have no volume limitations and contracts that are cancellable on 30 days’ notice without liability to Seller. Target Seller has delivered to Buyer, or provided access to Buyer for review, a correct and complete copy of each written agreement listed in §4(p) Section 3.16 of the Seller’s Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 3.16 of the Seller’s Disclosure Schedule. With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, enforceable and in full force and effect in all material respectsexcept as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (Bii) the agreement will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no party is in material breach or default, and no event has occurred that that, with notice or lapse of time time, would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Civ) no party has repudiated any material provision of the agreement.

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

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

Contracts. 4(pParagraph 3(n) of the Company's Disclosure Schedule Letter lists the following contracts and other agreements to which Target the Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 50,000.00 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materialsinventory, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to the Company, or involve consideration in excess of $5,00050,000.00 (alone or in the aggregate); (iii) any agreement concerning a partnership or joint ventureventure in which the Company or any of its Subsidiaries is a partner or joint venturer; (iv) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 50,000.00 (alone or in the aggregate), or under which it the Company has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-non- competition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its the Company's current or former directors, officers, officers and employees; (viiivii) any collective bargaining agreement; (ixviii) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 50,000.00 (alone or in the aggregate) or providing material severance benefits; (xix) any agreement under which it the Company has advanced or loaned any amount to any of its directors, officers, officers and employees outside the Ordinary Course of Business; (xix) any agreement under which the consequences of a default or termination of which could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, Effect on the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Company; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000.00 (alone or in the aggregate). Target The Company has delivered to Buyer Purchaser a correct and complete copy of each written agreement listed in §4(pParagraph 3(n) of the Company's Disclosure Schedule Letter (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pParagraph 3(n) of the Company's Disclosure ScheduleLetter. With respect to each such agreement: agree- ment, to the best of the Company's Knowledge: (A1) the agreement is legal, valid, binding, enforceableenforceable and in full force and effect; (2) the agreement will continue to be legal, valid, binding, enforceable and in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby; (B3) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, modification or acceleration, under the agreement; and (C4) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 4(o) of the Target Disclosure Schedule Schedules lists the following contracts and other agreements to which the Target is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of servicesservices (including, but not limited to, any vendor, manufacturing, sourcing or purchasing agent agreements), the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 100,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality with any officer or non-competitiondirector of the Target, any Seller and/or its Affiliates, or any entity in which any officer or director of Target, any Seller or any trustee or beneficiary of a Seller holds equity or any other economic interest; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, phantom stock, stock appreciation, deferred compensation, severance, severance or other material plan or arrangement for the benefit of its current or former directors, officers, and employees, consultants or sales representatives; (viiivii) any collective bargaining agreement; (ixviii) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other independent contracting basis providing annual compensation in excess of $25,000 or providing material severance benefits(including, but not limited to, all sales representative agreements); (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees, consultants or sales representatives other than for reasonable business expenses; (xix) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse EffectEffect on the Target; (xi) any agreement restricting Target's activities, including any restriction on competition, solicitation of employees, customers or suppliers or employees or disclosure of Confidential Information of a competitor or potential competitor; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,00025,000; or (xvxiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000 singly or $100,000 in the aggregate or cannot be terminated without penalty, payment or breach on thirty (30) days or less notice. The Target has delivered provided Buyer with access to Buyer a correct and complete copy of each written agreement or a written description of any oral agreement listed in §4(pSection 4(o) of the Target Disclosure Schedule (Schedules, including all amendments and modifications as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleClosing Date. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, binding and in full force and effect in all material respectseffect; (B) no party the Target is not in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no neither Target nor, to Target's Knowledge, any other party to any such agreement has repudiated any material provision of the agreement.

Contracts. 4(pSection 3(s) of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for annual lease payments in excess of $5,000 50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to any of the Target and its Subsidiaries, or involve annual consideration in excess of $5,000250,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 50,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with any of the Seller Stockholders and his their Affiliates (other than Targetthe Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, severance or other material plan or arrangement for the benefit of its current or former directors, officers, and officers or employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 70,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and officers or employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvxii) any other agreement (or group of related agreements) the performance of which involves annual consideration in excess of $5,00050,000. The Target has delivered to Buyer the Parent a correct and complete copy of each written agreement listed in §4(pSection 3(s) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 3(s) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceableenforceable and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable and in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby; (BC) no party is in material breach or material default, and no event has occurred that which with notice or lapse of time would constitute a material breach or material default, or permit termination, modification, modification or acceleration, acceleration under the agreement; and (CD) no party has repudiated any material provision of the agreement.

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

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

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

Contracts. 4(pSection 6(t) of the Disclosure Schedule lists the following contracts and other agreements agreements, written or oral, to which Target Seller is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annumPerson; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000one year; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed moneyIndebtedness, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning non-disclosure, confidentiality or non-competition; (vi) any material agreement with the between Seller and his Affiliates (other than Target)any of its Affiliates; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) excluding any collective bargaining agreement; (ix) Employee Benefit Plans, any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xix) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiiixi) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000;; or (xivxii) any agreement under which Target Seller has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) amount to any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000Person. Target Seller has delivered to Buyer a true, complete and correct and complete copy of each written agreement listed in §4(pSection 6(t) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 6(t) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of or terminated the agreement.

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

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

Contracts. 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target or InnoWare Plastic is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 40,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year year, result in a material loss to Target or InnoWare Plastic, or involve consideration in excess of $5,00040,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligationIndebtedness, in excess of $5,000 10,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality imposing confidentiality, exclusivity or non-competitioncompetition obligations on Target or InnoWare Plastic; (vi) any material agreement with the Seller and his its Affiliates (other than TargetTarget and InnoWare Plastic); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation base salary in excess of $25,000 150,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could would reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date Most Recent Fiscal Month End of consideration in excess of $5,000;20,000, or imposition of monitoring or reporting obligations to any Governmental Entity outside the ordinary course of business; or (xiv) any agreement under which Target or InnoWare Plastic has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target Seller has delivered to Buyer a correct and complete copy of each written agreement (as amended to date) listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) neither Seller nor Target nor InnoWare Plastic is in breach or default, and to Seller’s Knowledge, no other party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, in each case that would reasonably be expected to result in materially adverse consequences to Target or InnoWare Plastic, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 4(q) of the Disclosure Schedule lists the following contracts and other agreements to which Target 6th Wave is currently a party:party (the “Material Contracts”): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 USD$25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to 6th Wave, or involve consideration in excess of $5,000USD$25,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 USD$25,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with any of the Seller and his 6th Wave Stockholders or any of their Affiliates (other than Target6th Wave), other than employment related agreements entered into in the Ordinary Course of Business; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 USD$25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could would reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Effect on 6th Wave; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000USD$50,000. Target 6th Wave has delivered made available to Buyer Parent a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule Material Contract (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleMaterial Contract. With respect to each such agreement, except as set forth on Section 4(q) of the Disclosure Schedule: (A) the agreement is legal, valid, binding, enforceableenforceable (except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general equity principles), and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable (except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general equity principles), and in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby, provided that no representation or warranty is made with respect to any such requirement arising out of any Contract by which Parent or its Affiliates is bound prior to the Closing, and which is not binding on 6th Wave prior to the Closing; (BC) 6th Wave is not, and, to the Knowledge of 6th Wave, no other party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) 6th Wave has not, and, to the Knowledge of 6th Wave, no other party has repudiated any material provision of the agreement.

Contracts. 4(p) Section 4.15 of the Disclosure Schedule lists the following contracts and other agreements to which Target any of G-Soft and its Subsidiaries is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00010,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with any of the Seller Sellers and his their Affiliates (other than TargetG-Soft and its Subsidiaries); (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 75,000 or providing material any severance benefits; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand Effect on G-Soft and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000its Subsidiaries; or (xvl) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00075,000. Target has The Sellers have delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) Section 4.15 of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 4.15 of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule 3.18 lists the following contracts and other agreements to which Target the Company or any of its Subsidiaries is a party:party (each such contract, a “Material Contract”): (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 50,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one (1) year or involve consideration in excess of $5,00050,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it the Company or any of its Subsidiaries has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 50,000 or under which it the Company or any of its Subsidiaries has imposed a Lien an Encumbrance (other than any Permitted Encumbrance) on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competition;, limiting the ability of the Company or any of its Subsidiaries to conduct business in any industry or geographic area, or prohibiting the hiring or employment of the employees or former employees of any Person; Agreement and Plan of Merger (vif) any material agreement with the Seller and his Shareholders or any of their Affiliates (other than Targetthe Company and its Subsidiaries); (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance or other post-employment benefits; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse EffectEffect on the Company; (xiil) any agreement under which it has granted any Person any registration rights (including, without limitation, including demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xivm) any agreement under which Target the Company has agreed to indemnify any other Person for any loss, expense or Liability; (n) any agreement under which the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or50,000; (xvo) any agreement for the sale or license of, or grant of any third-party interest in, any assets of the Company and its Subsidiaries; (p) any agreement, purchase order, or statement of work for the sale or license of products or services to any Customer in excess of $50,000; (q) any agreement for capital expenditures under which the unpaid obligations of the Company and its Subsidiaries exceed $50,000 per agreement or $250,000 in the aggregate for all such agreements; (r) any franchise, dealership, sales representation, or agency, distributorship or marketing agreement, or agreement providing for payments to or by any Person based on sales, purchase, or profits, or requiring any Person to share its profits; (s) any agreement containing any form of most-favored pricing provision; (t) any agreement for the acquisition or disposition of a business; (u) any agreement requiring any payments upon a change in control of the Company, including the consummation of the Transactions; (v) any other agreement (or group of related agreements) ), understanding or course of dealing that will require the performance of which involves consideration Company to make any payment in excess of $5,000. Target has delivered to Buyer a correct 50,000 after the Closing (w) any agreement with any customer listed on Schedule 3.32(a); Agreement and complete copy Plan of each written Merger (x) any agreement with any customer listed in §4(p) of the Disclosure on Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.3.32(b);

Contracts. 4(pSection 3(p) of the Company Disclosure Schedule lists the following contracts and other agreements agreements, written or oral, to which Target the Company or any of its Subsidiary is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 40,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, or involve consideration which to the Knowledge of the Company, will result in a loss to the Company or its Subsidiary, or which involves consideration, in excess of $5,000;40,000; 25 (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it either of them has created, incurred, assumed, or guaranteed any indebtedness for borrowed moneyIndebtedness, or any capitalized lease obligation, in excess of $5,000 or under which it either of them has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any agreement imposing a confidentiality or noncompetition obligation on the Company or its Subsidiary or any material agreement concerning imposing a confidentiality or non-competitionnoncompetition obligation on any third party; (vi) any material agreement with involving the Seller and his Affiliates (other than Target)Shareholders to which the Company or its Subsidiary is a party; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of any of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; agreement (ixA) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 60,000 or (B) providing material severance benefits; (xix) any agreement under which it has any of them have advanced or loaned any amount to any of its their directors, officers, and employees outside the Ordinary Course of Businessemployees; (xix) any agreement under which the consequences of a default or termination could reasonably be expected to would have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, an adverse effect in the performance of which will involve payment after the Closing Date of consideration in excess amount of $5,000; (xiv) any agreement under which Target has advanced 40,000 or loaned any other Person amounts in more on the aggregate exceeding $5,000business, financial condition, or operations of the Company or its Subsidiary; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00040,000. Target The Company has delivered or made available to the Buyer a true, correct and complete copy of each written agreement listed in §4(pSection 3(p) of the Company Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 3(p) of the Company Disclosure Schedule. Except as described in Section 3(p) of the Company Disclosure Schedule, there is no written agreement between either the Company or its Subsidiary and Hermetic-Pumpen GmbH or its affiliates, which relates to the Hermetic Pump Business. With respect to the customer orders of the Company and its Subsidiary, all such orders have been priced at an amount consistent with past practice. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectsagainst the Company or its Subsidiary, as the case may be, and to the Knowledge of the Company against the other parties thereto, subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, arrangement, moratorium or other similar laws from time to time affecting creditor’s rights generally; (B) to the Knowledge of the Company, the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, arrangement, moratorium or other similar laws from time to time affecting creditor’s rights generally; (C) neither the Company nor its Subsidiary are, and to the Knowledge of the Company, no party other party, is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under such agreement; (D) neither the Company nor its Subsidiary, and to the Knowledge of the Company no other party has repudiated any provision of such agreement; and (CE) no party has repudiated any material provision such agreement does not prohibit or require consent in the event of a change of control of the agreementCompany or its Subsidiary. Neither the Company nor its Subsidiary (i) has engaged the Arbitrator Firm to perform any services for either of them during the three (3) year period ending on the date hereof or (ii) is currently engaged in any kind of discussions with the Arbitrator Firm with respect to its possible engagement to perform any services for the Company or its Subsidiary, other than as contemplated by Section 2(j)(iii) of this Agreement.