CREDIT AGREEMENT Dated as of October 16, 2020 among CONCENTRIX CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as the Administrative Agent, the Swing Line Lender and an L/C Issuer,Credit Agreement • October 22nd, 2020 • Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
This CREDIT AGREEMENT is entered into as of October 16, 2020 among CONCENTRIX CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), the L/C Issuers (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
INDENTURE Dated as of August 9, 2021 Between SYNNEX CORPORATION, as Company and CITIBANK, N.A., as Trustee DEBT SECURITIESIndenture • August 9th, 2021 • Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
INDENTURE dated as of August 9, 2021, between SYNNEX CORPORATION, a Delaware corporation (the “Company”), and CITIBANK, N.A., a national banking association, as trustee (the “Trustee”).
700,000,000 1.250% SENIOR NOTES DUE 2024 $700,000,000 1.750% SENIOR NOTES DUE 2026 $600,000,000 2.375% SENIOR NOTES DUE 2028 $500,000,000 2.650% SENIOR NOTES DUE 2031 SYNNEX CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2021 • Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
SYNNEX Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (the “Representative”) and the other initial purchasers named in Schedule I to the Purchase Agreement (collectively with the Representative, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of July 29, 2021 (the “Purchase Agreement”), $700,000,000 principal amount of its 1.250% Senior Notes due 2024 (the “Initial 2024 Notes”), $700,000,000 principal amount of its 1.750% Senior Notes due 2026 (the “Initial 2026 Notes”), $600,000,000 principal amount of its 2.375% Senior Notes due 2028 (the “Initial 2028 Notes”) and $500,000,000 principal amount of its 2.650% Senior Notes due 2031 (the “Initial 2031 Notes” and, together with the Initial 2024 Notes, the Initial 2026 Notes and the Initial 2028 Notes, the “Initial Securities”). The Initial Securities will be issued pursuant to that certain Indenture, dated as of August 9, 2021, as suppl
7,625,000 Shares TD Synnex Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2024 • Td Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 5th, 2003 • Synnex Information Technologies Inc • Delaware
This Indemnification Agreement (the “Agreement”), dated as of , 2003, between SYNNEX Corp, a Delaware corporation (the “Corporation”), and (“Indemnitee”),
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 2nd, 2018 • Synnex Corp • Wholesale-computers & peripheral equipment & software • Ohio
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 28, 2018, is by and among Convergys Corporation, an Ohio corporation (the “Company”), SYNNEX Corporation, a Delaware corporation (“Parent”), Delta Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”) and Delta Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, “Merger Subs”).
•] Shares of Common Stock SYNNEX CORPORATION UNDERWRITING AGREEMENT November [•], 2005Underwriting Agreement • November 17th, 2005 • Synnex Corp • Services-computer integrated systems design • New York
The stockholders named in Schedule I hereto (the “Selling Stockholders”) of SYNNEX Corporation, a corporation organized and existing under the laws of Delaware (the “Company”), subject to the terms and conditions stated herein, propose severally to sell to the several underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). For the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters and subject to the terms and conditions stated herein, a Selling Stockholder also propose to sell to the Underwriters up to [•] additional shares of Common Stock (the “Additional Shares”). Each Selling Stockholder that proposes to sell such Additional Shares to the Underwriters is referred to herein as an “Additional Selling Stockholder”. The Firm Shares and any Additional Shares purchased by the Underwriter
CREDIT AGREEMENTCredit Agreement • April 20th, 2021 • Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
SYNNEX Corporation, a Delaware corporation (the “Company”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on Schedule I hereto, CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), Citibank, Bank of America, N.A., The Bank of Nova Scotia, Wells Fargo Bank, National Association, HSBC Bank USA, N.A., MUFG Bank, Ltd. and, with respect to the Term Facility only, Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint lead bookrunners, and Bank of America, N.A., The Bank of Nova Scotia, Wells Fargo Bank, National Association, HSBC Bank USA, N.A. and MUFG Bank, Ltd., as documentation agents, agree as follows:
FIRST OMNIBUS AMENDMENT TO FIFTH AMENDED AND RESTATED RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT AND THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENTFunding Agreement • October 4th, 2022 • Td Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
This FIRST OMNIBUS AMENDMENT (this “Amendment”), dated as of August 22, 2022, is entered into by and among SIT FUNDING CORPORATION (the “Borrower”), TD SYNNEX CORPORATION (“TD Synnex”), individually and in its capacity as servicer (in such capacity, the “Servicer”), and as an Originator, each of the other entities listed on the signature pages hereto as an Originator (each an “Originator”, and collectively, “Originators”), the MANAGING AGENTS, COMMITTED LENDERS and DISCRETIONARY LENDERS listed on the signature pages hereto, and THE TORONTO-DOMINION BANK, as administrative agent (the “Administrative Agent”), and is the (i) first (1st) amendment to the RFA (as defined below) and (ii) the twenty-first (21st) amendment to the SSA (as defined below).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 18, 2012Credit Agreement • October 24th, 2012 • Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
THIS AMENDMENT NO. 5 to FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of October 18, 2012, by and among SYNNEX CORPORATION, a Delaware corporation (the “Borrower”) and BANK OF AMERICA, N.A., a national banking association (“BofA”), as a Lender (as defined below) and in its capacity as the agent for itself and the Lenders (the “Agent”). Capitalized terms used in this Amendment which are not otherwise defined herein, shall have the meanings given such terms in the Credit Agreement (as defined below), as amended hereby.
SYNNEX CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 12, 2008 4.0% Convertible Senior Notes due 2018Synnex Corp • May 16th, 2008 • Services-computer integrated systems design • New York
INDENTURE dated as of May 12, 2008 between SYNNEX Corporation, a Delaware corporation, as issuer (hereinafter sometimes called the “Company”, as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (hereinafter sometimes called the “Trustee”, as more fully set forth in Section 1.01).
SECOND OMNIBUS AMENDMENT TO FIFTH AMENDED AND RESTATED RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT AND THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENTFunding Agreement • December 14th, 2023 • Td Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
This SECOND OMNIBUS AMENDMENT (this “Amendment”), dated as of December 11, 2023, is entered into by and among SIT FUNDING CORPORATION (the “Borrower”), DLT SOLUTIONS, LLC, a Virginia limited liability company as the exiting originator (the “Removed Originator”), TD SYNNEX CORPORATION (“TD Synnex”), individually and in its capacity as servicer (in such capacity, the “Servicer”), each of the entities listed on the signature pages hereto as an Originator (each an “Originator”, and collectively, the “Originators”), GTA FUNDING, LLC, as a Discretionary Lender (the “New Discretionary Lender”), the MANAGING AGENTS, COMMITTED LENDERS and DISCRETIONARY LENDERS listed on the signature pages hereto, and THE TORONTO-DOMINION BANK, as administrative agent (the “Administrative Agent”), and is the (i) third (3rd ) amendment to the RFA (as defined below) and (ii) the twenty-second (22nd) amendment to the SSA (as defined below).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN SYNNEX CORPORATION AND CONCENTRIX CORPORATION DATED AS OF NOVEMBER 30, 2020Separation and Distribution Agreement • December 2nd, 2020 • Synnex Corp • Wholesale-computers & peripheral equipment & software • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 30, 2020 (this “Agreement”), is by and between SYNNEX Corporation., a Delaware corporation (“SYNNEX”), and Concentrix Corporation, a Delaware corporation (“Concentrix”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN SYNNEX CORPORATION AND CONCENTRIX CORPORATION DATED AS OF NOVEMBER 30, 2020Employee Matters Agreement • December 2nd, 2020 • Synnex Corp • Wholesale-computers & peripheral equipment & software • Delaware
This EMPLOYEE MATTERS AGREEMENT (the “EMA”) is made as of November 30, 2020 by and among Concentrix Corporation, a Delaware corporation (“Concentrix”), and SYNNEX Corporation, a Delaware corporation (“SYNNEX” and together with Concentrix, the “Parties”).
THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT Dated as of January 23, 2009 by and among EACH OF THE ENTITIES PARTY HERETO FROM TIME TO TIME AS ORIGINATORS, SIT FUNDING CORPORATION, as Buyer, and SYNNEX CORPORATION, as ServicerReceivables Sale and Servicing Agreement • January 27th, 2009 • Synnex Corp • Services-computer integrated systems design • New York
THIS THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), (a) is entered into as of January 23, 2009, by and among each of the persons signatory hereto from time to time as Originators (each an “Originator” and, collectively, the “Originators”), SYNNEX CORPORATION, a Delaware corporation (“Parent”), in its capacity as servicer hereunder (in such capacity, the “Servicer”) and SIT FUNDING CORPORATION, a Delaware corporation (“Buyer”) and (b) amends and restates that certain Second Amended and Restated Receivables Transfer Agreement, dated as of February 12, 2007, between Parent as “Originator” and “Servicer”, and Buyer (as amended prior to the date hereof, the “Existing Transfer Agreement”).
CREDIT AGREEMENT Dated as of August 9, 2018 among SYNNEX CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF...Credit Agreement • August 10th, 2018 • Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
This CREDIT AGREEMENT is entered into as of August 9, 2018 among SYNNEX CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SYNNEX-Concentrix Commercial Agreement Signature PageSynnex-Concentrix Commercial Agreement • December 2nd, 2020 • Synnex Corp • Wholesale-computers & peripheral equipment & software • California
This SYNNEX-Concentrix Commercial Agreement is entered into, between SYNNEX Corporation, a Delaware Corporation, having its principal place of business at 44201 Nobel Drive, Fremont, CA 94538 (“SYNNEX”), and Concentrix Solutions Corporation, a New York Corporation, having a place of business at 44111 Nobel Drive, Fremont, CA 94538 (“Concentrix”).
VOTING AGREEMENTVoting Agreement • July 2nd, 2018 • Synnex Corp • Wholesale-computers & peripheral equipment & software • Ohio
This Voting Agreement (this “Agreement”), dated as of June 28, 2018, is entered into by and between SYNNEX Corporation, a Delaware corporation (“Parent”), and each of the undersigned shareholders (each, a “Shareholder”) of Convergys Corporation, an Ohio corporation (the “Company”).
TAX MATTERS AGREEMENT DATED AS OF NOVEMBER 30, 2020 BY AND BETWEEN SYNNEX CORPORATION AND CONCENTRIX CORPORATIONTax Matters Agreement • December 2nd, 2020 • Synnex Corp • Wholesale-computers & peripheral equipment & software • Delaware
This TAX MATTERS AGREEMENT (this “TMA”) is entered into as of November 30, 2020, by and between SYNNEX Corporation, a Delaware corporation (“SYNNEX”), and Concentrix Corporation, a Delaware corporation and a wholly owned subsidiary of SYNNEX (“Concentrix”) (collectively, the “Parties” and each a “Party”).
ELEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 28th, 2019 • Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 16, 2018, to the Credit Agreement referenced below is by and among SYNNEX CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”), an L/C Issuer and the Swing Line Lender.
THIRTEENTH AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENTFunding and Administration Agreement • July 5th, 2016 • Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
This THIRTEENTH AMENDMENT to FOURTH AMENDED AND RESTATED RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of June 1, 2016, is entered into by and among SIT FUNDING CORPORATION (the “Borrower”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Committed Lender, PNC, as Managing Agent for the PNC Lender Group, SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as a Committed Lender, MANHATTAN ASSET FUNDING COMPANY LLC (“MAFC”), as a Discretionary Lender, SMBC NIKKO SECURITIES AMERICA, INC. (“SMBC Nikko”), as Administrator for the SMBC Discretionary Lender and as Managing Agent for the SMBC Lender Group, LIBERTY STREET FUNDING LLC (“Liberty Street”), as a Discretionary Lender, and THE BANK OF NOVA SCOTIA (“BNS”), as a Committed Lender, as Administrative Agent for the Committed Lenders and Discretionary Lenders, as Administrator for the BNS Discretionary Lender and as Managing Agent for the BNS Lender Group.
AMENDMENT NO. 1 Dated as of June 30, 2003 to AMENDED AND RESTATED RECEIVABLES PURCHASE AND SERVICING AGREEMENT and AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT Dated as of August 30, 2002Receivables Transfer Agreement • October 14th, 2003 • Synnex Information Technologies Inc • Services-computer integrated systems design • New York
THIS AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT (“Agreement”) is entered into as of August 30, 2002, by and among SYNNEX INFORMATION TECHNOLOGIES, INC., a California corporation (the “Originator”), and SIT FUNDING CORPORATION, a Delaware corporation (“SFC”).
MASTER HP PARTNER AGREEMENTMaster Hp Partner Agreement • March 7th, 2011 • Synnex Corp • Services-computer integrated systems design • California
This Agreement sets forth the general terms and conditions that will govern your appointment and the appointment of your Subsidiaries listed in Exhibit A as a non-exclusive partner (or “partner”) for the purchase, resale or sublicense of HP Products and Support.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 8th, 2014 • Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 28, 2014 to the Credit Agreement referenced below is by and among SYNNEX CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO LEASETo Lease • September 5th, 2003 • Synnex Information Technologies Inc
This Second Amendment to Lease (.this “Second Amendment”) entered into this 30th of March, 2001, by and between BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation, successor in interest to Alexander & Baldwin. Inc. (“Landlord”) and SYNNEX INFORMATION TECHNOLOGIES, INC., a California corporation (“Tenant”).
JOINDER AGREEMENTJoinder Agreement • January 29th, 2015 • Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
THIS JOINDER AGREEMENT, dated as of November 29, 2014 (this “Agreement”) is executed by Hyve Solutions Corporation, a corporation incorporated under the laws of California (the “Additional Originator”), with its principal place of business located at 44201 Nobel Drive, Fremont, CA 94538.
10,500,000 Shares TD Synnex Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2024 • Td Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
FOURTH OMNIBUS AMENDMENTFourth Omnibus • January 15th, 2010 • Synnex Corp • Services-computer integrated systems design • New York
This FOURTH OMNIBUS AMENDMENT, dated as of January 11, 2010 (this “Amendment”), is entered into among SIT FUNDING CORPORATION (the “Borrower”), SYNNEX CORPORATION (“Synnex”), SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), MANHATTAN ASSET FUNDING COMPANY LLC and YC SUSI TRUST (the “Conduits”), SMBC SECURITIES, INC. (“SMBCSI”) and BANK OF AMERICA, N.A. (“BANA”) (collectively, the “Parties”).
FACILITY AGREEMENTAssignment Agreement • December 18th, 2012 • Synnex Corp • Wholesale-computers & peripheral equipment & software
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT August 30, 2017Share Purchase Agreement • September 7th, 2017 • Synnex Corp • Wholesale-computers & peripheral equipment & software
Datatec Limited, a public company organized and existing under the laws of the Republic of South Africa (“Parent”), Datatec PLC, a public limited company organized and existing under the laws of the United Kingdom, and a wholly-owned subsidiary of Parent (“UK Parent Subsidiary,” and together with Parent, the “Seller Entities”), and SYNNEX Corporation, a Delaware corporation (the “Purchaser”) agree to amend the Share Purchase Agreement, dated as of June 5, 2017 and as amended on July 22, 2017 (collectively, the “Agreement”), as follows:
TWELFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 22nd, 2020 • Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 16, 2020, to the Existing Credit Agreement referenced below is by and among SYNNEX CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”), an L/C Issuer and the Swing Line Lender.
January 25, 2021Synnex Corp • January 26th, 2021 • Wholesale-computers & peripheral equipment & software
Reference is made to that certain promotion offer letter, dated January 4, 2018 (the “Offer Letter”), by and between you and SYNNEX Corporation (“Company”).
OMNIBUS AMENDMENT NO. 11 and LIMITED WAIVER Dated as of April 1, 2008 to SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 12, 2007Credit Agreement • April 7th, 2008 • Synnex Corp • Services-computer integrated systems design • New York
THIS OMNIBUS AMENDMENT No. 11 and LIMITED WAIVER (this “Amendment”) is entered into as of April 1, 2008, by and among SYNNEX CORPORATION, a Delaware corporation (the “Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital”), as a Lender and in its capacity as the contractual representative for itself and the Lenders (the “Agent”), BANK OF AMERICA, N.A., as a Lender (“Bank of America”), SUMITOMO MITSUI BANKING CORPORATION, as a Lender (“SMBC”) and each other Person identified on the signature pages hereto as a “New Lender” (together with GE Capital, Bank of America and SMBC, the “Lenders”). Capitalized terms used in this Amendment which are not otherwise defined herein, shall have the meanings given such terms in the Credit Agreement (as defined below), as amended hereby.
THIRD AMENDED AND RESTATED RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT Dated as of January 23, 2009 by and among SIT FUNDING CORPORATION, as Borrower, THE FINANCIAL INSTITUTIONS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and BANK OF AMERICA,...Funding Agreement • January 27th, 2009 • Synnex Corp • Services-computer integrated systems design • New York
THIS THIRD AMENDED AND RESTATED RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) (a) is entered into as of January 23, 2009 by and among SIT FUNDING CORPORATION, a Delaware corporation (the “Borrower”), SUMITOMO MITSUI BANKING CORPORATION, as a Committed Lender, MANHATTAN ASSET FUNDING COMPANY LLC and YC SUSI TRUST, as Discretionary Lenders, SMBC SECURITIES, INC., as Administrator for Manhattan Asset Funding Company LLC and as Managing Agent for the SMBC Lender Group, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as a Committed Lender, as swing line lender (in such capacity, the “Swing Line Lender”), as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), as Administrator for YC SUSI Trust and as Managing Agent for the Bank of America Lender Group, and the financial institutions signatory hereto from time
AMENDING AGREEMENTAmending Agreement • October 10th, 2007 • Synnex Corp • Services-computer integrated systems design • Ontario
WHEREAS the Vendors and the Purchaser have entered into an acquisition agreement dated the 27th day of March, 2007 (the “Acquisition Agreement”);
