Disclosure Schedule Sample Contracts

Petroterra Corp. – Parent Disclosure Schedule (Petroterra Corp.) Capitalization Table as of March 30, 2017 (February 1st, 2018)

Preferred Stock Common Stock Conversion Total Total Equivalent Equivalent Name Price Shares Shares Shares % Outstanding Common Stock Non Affiliated Outstanding Shares $ 0.0833 4,000,000 48,019,208 25.2 % 28,323,588 28,323,588 14.9 % Issuance - Steve Yariv

Disclosure Schedule Index (May 26th, 2017)

This Purchase Agreement is made and entered into as of May 25, 2017 (this "Agreement") by and among HUB GROUP TRUCKING, INC., a Delaware corporation ("Purchaser"), ESTENSON LOGISTICS, LLC, a Nevada limited liability company ("Seller"), ESTENSON LOGISTICS, LLC, a Delaware limited liability company (the "Company" and together with Seller, the "Company Entities"), TIMOTHY J. ESTENSON, an individual ("Mr. Estenson"), TIMOTHY J. ESTENSON AND TRACI M. ESTENSON, TRUSTEES OF THE Timothy J. Estenson and Traci M. Estenson Trust, dated February 25, 2003 ("Estenson Trust"), PAUL A. TRUMAN, an individual ("Mr. Truman"), The Paul A. and Kristen Truman Living Trust 2009, dated August 6, 2009 ("Truman Trust" and together with Mr. Estenson, Estenson Trust and Mr. Truman, the "Equityholders"), and solely for purposes of Sections 3.2, 5.5(a), 15.5 and 15.6, Truline Corporation, a Nevada corporation ("Truline").

Petroterra Corp. – Parent Disclosure Schedule (Petroterra Corp.) Capitalization Table as of March 30, 2017 (April 5th, 2017)

Preferred Stock Common Stock Conversion Total Total Equivalent Equivalent Name Price Shares Shares Shares % Outstanding Common Stock Non Affiliated Outstanding Shares $0.0833 4,000,000 48,019,208 29.4% 944,120 944,120 0.6% Issuance - Steve 114,202,944 114,202,944 70.0% Directors & Officers - Total Common Stock Outstanding 4,000,000 115,147,064 163,166,272 100.0% Total Authorized 4,000,000 500,000,000 Shares Available for Issuance

Schedules Sellers Disclosure Schedule (November 4th, 2016)

This PURCHASE AGREEMENT, dated as of November 1, 2016 (this Agreement), is by and among Ampco UES Sub, Inc., a Delaware corporation (the Purchaser), ASW Steel Inc., a company organized and existing under the laws of Ontario (the Company), CK Pearl Fund, Ltd., CK Pearl Fund LP (together with CK Pearl Fund, Ltd., CK Pearl), and White Oak Strategic Master Fund, L.P., (White Oak) (each a Seller, and collectively the Sellers).

Listing of Company Disclosure Schedules (July 27th, 2016)

This AGREEMENT AND PLAN OF MERGER, dated as of July 26, 2016 (this Agreement), is entered into by and among Document Technologies, LLC, a Georgia limited liability company (Parent), DTI Merger Sub, Inc., a Missouri corporation and a wholly owned Subsidiary of Parent (Purchaser), and Epiq Systems, Inc., a Missouri corporation (the Company). Defined terms used herein have the meanings set forth in Section 8.14.

Midway Gold Corp – Disclosure Schedules (May 16th, 2016)

These Disclosure Schedules are made and given pursuant to that certain Asset Purchase Agreement (the "Agreement") dated as of April 28, 2016, by and among Midway Gold US Inc., a Nevada corporation ("Midway"), Golden Eagle Holding Inc., a Washington corporation, RR Exploration LLC, a Nevada limited liability company, MDW Pan LLP, a Delaware limited liability partnership and MDW Gold Rock LLP, a Delaware limited liability partnership (each a "Seller" and collectively, the "Sellers"), and GRP Minerals, LLC, a Colorado limited liability company ("Buyer"). Capitalized terms used and not defined herein shall have the meaning set forth in the Agreement.

General Employment Enterprises, Inc. – Sellers' Disclosure Schedules (January 4th, 2016)

This Stock Purchase Agreement (this "Agreement") is entered into as of January 1, 2016, by and among GENERAL EMPLOYMENT ENTERPRISES, INC., an Illinois corporation, or its designee ("Buyer" or "GEE"), and ENOCH S. TIMOTHY and DOROTHY TIMOTHY (collectively called "Sellers," and each individually called a "Seller" or "each Seller"). Buyer and Sellers may be referred to collectively herein as the "Parties" or, individually, as a "Party."

Bowie Resource Partners LP – Asset Purchase and Sale Agreement (June 19th, 2015)

THIS ASSET PURCHASE AND SALE AGREEMENT (this Agreement) is made and entered into this 12th day of December, 2014 (the Effective Date), by and between FOSSIL ROCK FUELS, LLC, a Delaware limited liability company, having a mailing address of 1407 W. North Temple, Salt Lake City, Utah 84116 (Seller), and FOSSIL ROCK RESOURCES, LLC, a Delaware limited liability company, having a mailing address of 6100 Dutchmans Lane, 9th Floor, Louisville, Kentucky 40205 (Buyer). Seller and Buyer may be collectively referred to herein as the Parties or individually as a Party.

Nevada Gold & Casinos, Inc. – Disclosure Schedules (May 26th, 2015)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of May 22, 2015 (the "Effective Date"), by and between GAMING VENTURES OF LAS VEGAS, INC., a Nevada corporation, d/b/a CLUB FORTUNE CASINO, having an office at 725 South Racetrack Road, Henderson, Nevada 89015 ("Seller"), CARL E. GIUDICI, sole shareholder of the Seller ("Giudici"), and NEVADA GOLD & CASINOS LV, LLC, a Nevada limited liability company, having an office at 133 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, or its permitted assigns ("Buyer") and NEVADA GOLD & CASINOS, INC., a Nevada corporation, sole member of Buyer ("UWN"). Capitalized terms not otherwise defined herein have the meanings set forth in Schedule 1.0.

Yuma Energy – Amended and Restated Agreement and Plan of Merger and Reorganization (August 4th, 2014)

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") entered into as of August 1, 2014, by and among YUMA ENERGY, INC., a Delaware corporation (the "Company"), PYRAMID OIL COMPANY, a California corporation ("Pyramid"), PYRAMID DELAWARE MERGER SUBSIDIARY, INC., a Delaware corporation and wholly-owned subsidiary of Pyramid ("Delaware Merger Subsidiary"), and PYRAMID MERGER SUBSIDIARY, INC., a Delaware corporation and wholly-owned subsidiary of Pyramid ("Merger Subsidiary").

Schedules Schedule 1 Particulars of the Group Schedule 2 Disclosure Schedule Schedule 3 Collective Warranties Schedule 4 Investor Warranties Exhibits Exhibit a Form of Restated Articles Exhibit B Funds Flow Memorandum (April 8th, 2014)
Sysorex Global Holdings Corp. – Form of Agreement of Merger (October 9th, 2013)

This Agreement of Merger is entered into between Sysorex Acquisition Corporation, a California corporation (herein "Disappearing Corporation") and Lilien Systems, a California corporation (herein "Surviving Corporation").

Fusion Telecommunications International, Inc. – Asset Purchase and Sale Agreement (September 4th, 2013)

THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of this 30th day of August 2013 (the "Effective Date"), by and among Fusion Telecommunications International, Inc. ("Fusion"), a Delaware corporation with its principal office located at 420 Lexington Avenue, Suite 1718, New York, NY 10170; Fusion Broadvox Acquisition Corp. ("FBAC", and together with Fusion, "Buyers"; each, a "Buyer"), a Delaware corporation with its principal office located at 420 Lexington Avenue, Suite 1718, New York, NY 10170; BroadvoxGo!, LLC ("Broadvox"), a Delaware limited liability company with its principal office located at 75 Erieview Plaza, Suite 400, Cleveland, OH 44114; and Cypress Communications, LLC ("Cypress", and together with Broadvox, "Sellers"; each, a "Seller"), a Delaware limited liability company with its principal office located at Four Piedmont Center, Suite 600, Atlanta, GA 30305. The aforementioned Entities may be referred to individually as a "Party" or collectively as the

Experience Art & Design, Inc. – List of Exhibits and Disclosure Schedules (March 19th, 2013)
List of Schedules Omitted From the Merger Agreement (March 5th, 2013)

Pursuant to Regulation S-K, Item 601(b)(2), the Disclosure Schedule to the Merger Agreement included as Exhibit 2.1, as described below, has not been filed. The Registrant agrees to furnish supplementally a copy of the omitted Disclosure Schedule to the Securities and Exchange Commission upon request; provided, however, that the Registrant may request confidential treatment of omitted items.

Company Disclosure Schedule (October 18th, 2012)

This Agreement and Plan of Merger (the Agreement) is made as of the 17th day of October, 2012 by and among Carbonite, Inc., a Delaware corporation (the Parent), Project Acadia Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the Merger Sub), Zmanda, Inc., a Delaware corporation (the Company), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as representative of the Company Holders (the Representative).

Vampt America, Inc. – Disclosure Schedules to the Merger Agreement (October 1st, 2012)

These disclosure schedules ("Disclosure Schedules") are made and given pursuant to the Agreement and Plan of Merger, made and entered into as of December 8, 2011 (the "Agreement"), by and among Vampt Beverage USA, Corp., VB Acquisition Corp. and Coronado Corp. (the "Company"). Capitalized terms used herein but not defined herein shall have the meanings given to them in the Agreement, unless the context requires otherwise. The information contained in these Disclosure Schedules is as of May 7, 2012, the date of closing of the Agreement unless otherwise specified.

Experience Art & Design, Inc. – Agreement and Plan of Merger and Reorganization Among Clear System Recycling, Inc., Clear System Merger Sub, Inc. And Masterpiece Investments Corp. August 23, 2012 (August 31st, 2012)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the Agreement) is made and entered into on August __, 2012, by and among Clear System Recycling, Inc., a Nevada corporation (Parent), Clear System Merger Sub, Inc. (Merger Sub), an Oregon corporation and wholly-owned subsidiary of Parent, and Masterpiece Investments Corp., an Oregon corporation (Company).

PBF Energy Inc. – Sellers Disclosure Schedules (February 22nd, 2012)

This Stock Purchase Agreement (this Agreement) is entered into as of September 24, 2010 (the Execution Date), by and among VALERO REFINING AND MARKETING COMPANY, a Delaware corporation (Seller), PBF HOLDING COMPANY LLC, a Delaware limited liability company (Buyer), and, for the limited purposes set forth herein, VALERO REFINING COMPANY-NEW JERSEY, a Delaware corporation (the Company).

PBF Energy Inc. – Sellers Disclosure Schedules (November 14th, 2011)

This Stock Purchase Agreement (this Agreement) is entered into as of September 24, 2010 (the Execution Date), by and among VALERO REFINING AND MARKETING COMPANY, a Delaware corporation (Seller), PBF HOLDING COMPANY LLC, a Delaware limited liability company (Buyer), and, for the limited purposes set forth herein, VALERO REFINING COMPANY-NEW JERSEY, a Delaware corporation (the Company).

Montpelier Re Holdings Ltd – Stock Purchase Agreement by and Between Montpelier Re U.S. Holdings Ltd. And Selective Insurance Group, Inc. Dated as of September 19, 2011 (September 20th, 2011)

THIS CLAIMS SERVICES AGREEMENT (this Agreement), dated as of [*] (the Effective Date), is made and entered into by and between the underwriter members of Lloyds, subscribing to the contracts led by Montpelier Syndicate 5151 that are referenced in the Declarations acting through Montpelier Underwriting Agencies Limited (MUAL) (collectively, Underwriter) and Montpelier U.S. Insurance Company, a stock property and casualty insurance company domiciled in the State of Oklahoma (Claims Servicer). Underwriter and Claims Servicer are herein sometimes referred to individually as a Party and collectively as the Parties.

Stock Purchase Agreement by and Between Montpelier Re U.S. Holdings Ltd. And Selective Insurance Group, Inc. Dated as of September 19, 2011 (September 20th, 2011)

THIS CLAIMS SERVICES AGREEMENT (this Agreement), dated as of [*] (the Effective Date), is made and entered into by and between the underwriter members of Lloyds, subscribing to the contracts led by Montpelier Syndicate 5151 that are referenced in the Declarations acting through Montpelier Underwriting Agencies Limited (MUAL) (collectively, Underwriter) and Montpelier U.S. Insurance Company, a stock property and casualty insurance company domiciled in the State of Oklahoma (Claims Servicer). Underwriter and Claims Servicer are herein sometimes referred to individually as a Party and collectively as the Parties.

Cardica, Inc. – Disclosure Schedule (January 13th, 2011)

In connection with that certain Common Stock Purchase Agreement (the Agreement) dated as of December 14, 2010, by and between Cardica, Inc., a Delaware corporation (the Company) and Aspire Capital Fund LLC., an Illinois limited liability company (Aspire Capital), the Company hereby delivers this Disclosure Schedule to the Companys representations and warranties given in Section 3 of the Agreement. The section numbers in this Disclosure Schedule correspond to the section numbers in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated in any other section of the Agreement where such disclosure would be appropriate and reasonably apparent from the face of the disclosure. Disclosure of any information or document herein is not a statement or admission that it is material or required to be disclosed herein. References to any document do not purport to be complete and are qualified in their entirety

Disclosure Schedule Exceptions to Representations and Warranties (November 10th, 2010)

This STOCK PURCHASE AGREEMENT (this Agreement), dated November 8, 2010, is made and entered into by and among SUNRICH LLC, a Minnesota limited liability company (Buyer), or its assigns, and THOMAS MILLER (Miller), CHARLES CONSIDINE (Considine) AND TIMOTHY EGELAND (Egeland). Miller, Considine and Egeland are herein referred to individually as a Seller and collectively, as the Sellers. Capitalized terms shall have the meanings assigned to them in Article XIII.

Third Amendment to Agreement and Plan of Merger (September 21st, 2010)

This Third Amendment (this Amendment), dated as of September 15, 2010, is made and entered into by and among (i) Popular, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (Stockholder), (ii) AP Carib Holdings, Ltd., an exempted company organized under the laws of the Cayman Islands with limited liability (Parent), (iii) Carib Acquisition, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (Merger Sub) and (iv) EVERTEC, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (the Company). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement (as defined below).

Inergy Holdings Lp – Disclosure Schedules (September 7th, 2010)

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INERGY, L.P. dated as of , 2010 and effective immediately following the Effective Time (as defined below) (the Agreement), is entered into by and among Inergy GP, LLC, a Delaware limited liability company, as the Managing General Partner, Inergy Partners, LLC, a Delaware limited liability company, as the Withdrawing General Partner, IPCH Acquisition Corp., a Delaware corporation, and Inergy Holdings, L.P., a Delaware limited partnership, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

Inergy – Disclosure Schedules (September 7th, 2010)

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INERGY, L.P. dated as of , 2010 and effective immediately following the Effective Time (as defined below) (the Agreement), is entered into by and among Inergy GP, LLC, a Delaware limited liability company, as the Managing General Partner, Inergy Partners, LLC, a Delaware limited liability company, as the Withdrawing General Partner, IPCH Acquisition Corp., a Delaware corporation, and Inergy Holdings, L.P., a Delaware limited partnership, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

Middlebrook Pharmaceuticals – Other Disclosure Schedules (May 20th, 2010)

THIS ASSET PURCHASE AGREEMENT (this Agreement), dated as of May 13, 2010 (the Execution Date), is entered into by and between Victory Pharma, Inc., a Delaware corporation, having its principal offices at 11682 El Camino Real, Suite 250 San Diego, CA 92130 (the Purchaser) and MiddleBrook Pharmaceuticals, Inc., a Delaware corporation, having its principal offices at 7 Village Circle, Suite 100, Westlake, TX 76262 (the Seller and together with the Purchaser, the Parties). Capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in Exhibit A.

Chaparral Energy, Inc. – 12. Further Assurances 35 13. Amendment; Benefit and Assignability 35 14. Notices 35 15. Waiver 36 16. Entire Agreement 36 17. Counterparts 37 18. Construction 37 19. Exhibits and Disclosure Schedules 37 20. Severability 37 21. Choice of Law; Waiver of Jury Trial 37 22. Public Statements 38 23. Counsel 38 (March 24th, 2010)

THIS STOCK PURCHASE AGREEMENT (this Agreement) is entered into as of March 23, 2010, by and among Chaparral Energy, Inc., a Delaware corporation (the Company), CCMP Capital Investors II (AV-2), L.P., a Delaware limited partnership (CCMP AV-2), CCMP Energy I LTD., a Cayman limited company (CCMP Cayman I), and CCMP Capital Investors (Cayman) II, L.P., a Cayman limited partnership CCMP Cayman II; and together with CCMP AV-2 and CCMP Cayman I, individually a Purchaser, and collectively, the Purchasers).

Champion Enterprises, Inc. – Sellers Disclosure Schedule (February 10th, 2010)

ASSET PURCHASE AGREEMENT (this Agreement), dated as of February 5, 2010 (the Execution Date), by and among Champion Enterprises, Inc., a Michigan corporation (Champion) and the direct or indirect subsidiaries of Champion set forth on the signature pages hereto and also on Schedule 1 (collectively with Champion, Sellers and each, a Seller), and Champion Enterprises Holdings, LLC, a Delaware limited liability company (the New Holdco) and New Champion Homes, Inc., a Delaware corporation (the Asset Purchaser and together with the New Holdco, the Purchaser). Certain capitalized terms used herein are defined in Article X.

Abu Dhabi Gas Industries Limited – List of Seller Parties Disclosure Schedules (February 3rd, 2010)

This Asset Purchase Agreement (this Agreement), dated as of January 29, 2010 (the Effective Date), is entered into by and among Gasco Energy, Inc., a Nevada corporation (Gasco), Riverbend Gas Gathering, LLC, a Nevada limited liability company and a wholly owned subsidiary of Gasco (Seller, and together with Gasco, the Seller Parties), and Monarch Natural Gas, LLC, a Delaware limited liability company (Buyer). The Seller Parties and Buyer are sometimes referred to collectively herein as the Parties and each individually a Party.

Tengion – Second Amendment of Venture Loan and Security Agreement (December 24th, 2009)

This SECOND AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENT (this Agreement), dated as of October 31, 2008, is entered into by and between TENGION, INC., a Delaware corporation (Borrower), and HORIZON TECHNOLOGY FUNDING COMPANY LLC (Lender), a Delaware limited liability company.

Cellu Tissue Holdings – Exhibit a Company Disclosure Schedules (December 4th, 2009)

The following are the Company Disclosure Schedules of Cellu Paper Holdings, Inc., a Delaware corporation (the Company) to the Agreement and Plan of Merger (the Agreement) dated as of May 8, 2006, by and among Cellu Parent Corporation, a Delaware corporation (Parent), Cellu Acquisition Corporation, a Delaware corporation (Merger Sub) and the Cellu Paper Holdings, Inc., a Delaware corporation (the Company). Unless otherwise stated, capitalized terms used but not otherwise defined herein have the meanings given to them in the Agreement.

PHC, Inc. – Disclosure Schedules (February 17th, 2009)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of January 9, 2009, is by and among PREMIER RESEARCH INTERNATIONAL, LLC, a Delaware limited liability company ("Premier"); PREMIER RESEARCH ARIZONA, LLC, a Delaware limited liability company and the wholly-owned subsidiary of Premier (the "Purchaser"); PIVOTAL RESEARCH CENTERS, INC., a Delaware corporation ("PRC Inc."); PIVOTAL RESEARCH CENTERS, LLC, an Arizona limited liability company ("PRC LLC"); and PHC, INC., a Massachusetts corporation D/B/A PIONEER BEHAVIORAL HEALTH (the "Parent"). This Agreement may refer to either of PRC Inc. or PRC LLC as a "Seller" and collectively as the "Sellers".

TRANSACTION AGREEMENT by and Among SHERMEN WSC ACQUISITION CORP., TERMINAL MERGER SUB LLC, FEED MERGER SUB LLC, ED&F MAN HOLDINGS LIMITED, WESTWAY HOLDINGS CORPORATION, WESTWAY TERMINAL COMPANY INC. And WESTWAY FEED PRODUCTS, INC. Dated as of November 25, 2008 (December 5th, 2008)

This Transaction Agreement is dated as of November 25, 2008 and is among SHERMEN WSC ACQUISITION CORP., a Delaware corporation (Parent), TERMINAL MERGER SUB LLC, a Delaware limited liability company (Terminal Merger Sub), FEED MERGER SUB LLC, a Delaware limited liability company (Feed Merger Sub; each of Terminal Merger Sub and Feed Merger Sub, a Merger Sub and, together, the Merger Subs), ED&F MAN HOLDINGS LIMITED, a company limited by shares organized under the Laws of England and Wales (ED&F), WESTWAY HOLDINGS CORPORATION, a Delaware corporation (Holdings), WESTWAY TERMINAL COMPANY INC., a Delaware corporation (Westway Terminal), and WESTWAY FEED PRODUCTS, INC., a Delaware corporation (Westway Feed, and together with ED&F, Holdings and Westway Terminal, the ED&F Parties).