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(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(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(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(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(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(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(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(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 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(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(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(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(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(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(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(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(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(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(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) 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) 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(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(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 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(pSection 3(o) of the Disclosure Schedule lists the following contracts and other agreements to which Target RSS 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 one year 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 the Seller and his involving any RSS Affiliates (other than TargetRSS); (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 RSS has 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 $5,00025,000. Target RSS has delivered to Buyer HERLEY a correct and complete copy of each written agreement listed ▇▇▇▇▇▇ in §4(pSection 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(pSection 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 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(pSection 3(r) of the Disclosure Schedule lists the following contracts and other agreements to which Target is the Companies are 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 annumpayments; (ii) any agreement (or group of related agreements) for the purchase or sale of equipment, 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 Companies, 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 Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with involving any of the Seller and his Affiliates (other than Target)Sellers; (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 (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 $5,000Companies; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target has The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in §4(pSection 3(r) 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(r) 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; except as to the foregoing where the same would not have a material adverse effect on the financial condition of the Companies or the ability of the Parties to consummate the transactions contemplated by this Agreement.

Contracts. 4(p) Section 4.15 of the Integrated Media Disclosure Schedule lists the following contracts and other agreements to which Target any of Integrated Media 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 per annum1,000; (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 $5,000; (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 Security Interest on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement agreement, contract or understanding (including any agreement, contract or understanding evidencing any outstanding indebtedness or other similar obligations to Integrated Media or its subsidiaries) with any director, officer, Affiliate or “associate” (as such term is defined in Rule 12b-2 under the Seller and his Affiliates (other than Target)Securities Exchange Act) of Integrated Media or 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 or providing material severance benefitsbasis; (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) material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any agreement under which it has granted any Person any registration rights (including, without limitation, demand of Integrated Media 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 $5,000. Target Integrated Media has delivered to Buyer TeleChem a correct and complete copy of each written agreement listed in §4(p) Section 4.15 of the Integrated Media 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 4.20 of the Integrated Media Disclosure Schedule. With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (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 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) Section 5.16 of the Target Disclosure Schedule lists the following contracts and other agreements to which the Target or 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, 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 one year, that involves 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, 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 intangibleintangibles, other than Liens which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Target, and which have not arisen otherwise than in the ordinary course of business; (ve) any material agreement concerning confidentiality or noncompetition or non-competitionsolicitation of employees or customers of any third party; (vif) any material current agreement with any of the Seller and his Target Stockholders or their Affiliates (other than Targetthe Target and its Subsidiaries); (viig) 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, officers and employees; (viiih) any collective bargaining agreement; (ixi) any agreement (including offer letters for “at will” employment) 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 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, consultants, employees, Affiliates and employees outside stockholders, other than travel and expense advances made in the Ordinary Course of BusinessBusiness and which have been repaid by such person; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a 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 settlementto the extent not already described in Section 5.16 above, 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 the Target has advanced or loaned its Subsidiaries have made any advance or loan to any other Person amounts Person, other than travel and expense advances made in the aggregate exceeding $5,000Ordinary Course of Business and which have been repaid by such person; or (xvn) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. The Target has and its Subsidiaries have delivered to Buyer Parent a correct and complete copy of each written agreement listed in §4(p) Section 5.16 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) Section 5.16 of the Target Disclosure Schedule. With respect to each such agreement: (Ai) the agreement is legala valid and binding agreement of the Target, valid, binding, enforceable, and in full force and effect and enforceable against Target and, to the Knowledge of Target, against the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general equity principles (regardless of whether such enforceability is considered in all material respectsa proceeding in equity or at law); (Bii) no consent, notice or approval of any third party is required thereunder to consummate the transactions contemplated by this Agreement; (iii) the agreement will continue to be a valid and binding agreement of the Target, in full force and effect on identical terms following the Merger and the consummation of the transactions contemplated hereby, and enforceable against Target and, to the Knowledge of the Target, against the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the Target is not and, to the Knowledge of the Target, no party other than the Target 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 defaultdefault by the Target or, to the Knowledge of the Target, any other party thereto, or permit termination, modification, or acceleration, under the agreement, or a basis of force majeure or other claim of excusable delay under the agreement; and (Cv) the Target has not and, to the Knowledge of the Target, no party has other than the Target has, repudiated any material provision of the agreement.

Contracts. 4(pSchedule 3.1(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a partyany of AVIX or the Related Companies are parties: (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 Two Thousand Dollars ($5,000 2,000) 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 (1) year, result in a material loss to AVIX or the Related Companies, or involve consideration in excess of Two Thousand Dollars ($5,0002,000); (iii) any Any agreement concerning a partnership or joint venture; (iv) any Any agreement (or group of related agreements) under which it AVIX or the Related Companies has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of Two Thousand Dollars ($5,000 2,000) or under which it has AVIX or the Related Companies have imposed a Lien Security Interest on any of its their respective assets, tangible or intangible; (v) any material Any agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material Any agreement with the Seller and his Affiliates any Shareholder or any of their affiliates (other than TargetAVIX and the Related Companies); (vii) any Any employee benefit plan, profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its AVIX' or the Related Companies' current or former directors, officers, and employees; (viii) any 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 Any agreement under which it has AVIX or the Related Companies have advanced or loaned any amount to any of its their respective directors, officers, and employees outside other than in the Ordinary Course ordinary course of Businessbusiness; (xix) 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 any of AVIX or the Related Companies; and (xiixi) 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 Two Thousand Dollars ($5,0002,000). Target Morgan has delivered to Buyer USA Digital and the Company a correct and complete c▇▇▇▇▇▇e copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to dateSCHEDULE 3.1(P) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSCHEDULE 3.1(P). 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; and (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 (C) no party has repudiated any material provision of the agreement.

Contracts. 4(p) Section 4.15 of the Disclosure Schedule lists the following (and, as to oral contracts, describes) all material oral and written contracts and other agreements to which Target is the Agencies are a party. For purposes of this Section 4.15, a contract or agreement is deemed to be "material" only if it belongs to any of the following categories: (ia) 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 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, or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (ivc) any agreement (or group of related agreements) under which it has the Agencies have 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 the Agencies have imposed a Lien Security Interest on any of its assets, tangible or intangible; (vd) any material agreement concerning confidentiality or non-competitionnoncompetition; (vie) any material agreement with the Seller and his Affiliates (other than Target)Shareholders and/or the Shareholders' Affiliates; (viif) any profit sharing, stock option, stock purchase, stock appreciationappreciation rights, deferred compensation, severance, severance or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesEmployee Benefit Plan; (viii) any collective bargaining agreement; (ixg) any agreement for the employment of any individual on a full-full time, part-part time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (xh) any agreement under which it has the Agencies have advanced or loaned any amount to any of its directors, officers, 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 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 (xvj) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has The Agencies have delivered to Buyer the Acquiror a correct and complete copy of each written contract and other 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 required to be listed in §4(p) Section 4.15 of the Disclosure Schedule. With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceableenforceable and in full force and effect; (ii) 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, [except for the agreements between the Agencies and the insurance companies whose products they sell, consent to the assignment of which to Acquiror has not been obtained by Agencies]; (Biii) no party thereto is in material breach or defaultdefault thereof, and no event has occurred that which with notice or lapse of time would constitute a material breach or defaultdefault thereof, or permit termination, modification, modification or acceleration, under the agreementacceleration thereunder; and (Civ) no party thereto has repudiated any material provision of the agreement or threatened to terminate such agreement.

Contracts. 4(p) Section 3.25 of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company or the Company Subsidiary 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 Company or the Company Subsidiary 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 operations or results of operations of the Company and piggyback registration rights); (xiii) any settlementthe Company Subsidiary, 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 $5,000taken as a whole; 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 legalvalid and binding on the Company or the Company Subsidiary, valid, binding, enforceableas applicable, and in full force and effect in all material respects; (Bii) to the best knowledge of the Company and the Company Subsidiary, 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 or the Company Subsidiary, as applicable, with notice of repudiation of 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 and his her 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)(i) contains a general description of the history and scope of any claims under warranties under contracts or agreements with clients for work done by Target for that client. 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 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) Seller is not and, to the Knowledge of Seller, 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, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated challenged in writing the enforceability of 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 3(o) of the Seller's Disclosure Schedule 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 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 material loss to the 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 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; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with involving any of the Seller Seller's stockholders and his their Affiliates (other than Targetthe 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 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; (xiviii) any agreement for or relating to the sale or distribution of equipment, parts, supplies, expendables or tools, including, without limitation, such agreements directly or indirectly with manufacturers, co-ops and other retail or distribution businesses providing for payments in excess of $10,000 per annum; (ix) 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 $5,000Seller; or (xvx) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000 per annum. Target The Seller has 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) listed in Section 3(o) of the Seller's Disclosure Schedule and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 3(o) 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 with regard to the Seller, except as such enforceability may be (i) limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws affecting the rights and remedies of creditors generally and (ii) subject to general principles of equity (regardless of whether such enforceability is considered in all material respectsa proceeding in equity or at law); (B) no party the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect with regard to the Seller on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above); (C) the Seller 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 (CD) no party the Seller has not repudiated any material provision of the agreement.

Contracts. 4(p) Schedule 4.28 sets forth a list, as of the Disclosure Schedule lists the following contracts and other agreements date of this Agreement, of all Contracts to which Target iLead is a partyparty including: (ia) any agreement Contract (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 agreementsContracts) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, not entered into in the performance ordinary course of which will extend over a period of more than 1 year or involve consideration in excess of $5,000business; (iiib) any agreement Contract concerning a partnership partnership, joint venture or joint limited liability company venture; (ivc) any agreement Contract (or group of related agreementsContracts) 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 10,000 or under pursuant to which it has imposed a Lien has been placed on any of its assets, tangible or intangible, in excess of $10,000; (vd) any material agreement Contract concerning confidentiality or non-competition; (vie) any material agreement with Contract between the Seller Shareholders or their Affiliates and his Affiliates (other than Target)iLead; (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; (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 Contract under which it iLead has advanced or loaned any amount monies to any of its directorsmanager, officers, and employees outside the Ordinary Course of Businessofficer or employee; (xig) any agreement under Contract which restricts iLead from engaging in the consequences of a default or termination could reasonably be expected to have a Material Adverse EffectBusiness anywhere in the world; (xiih) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation settlement or similar agreementContract, the performance of which will involve payment require iLead to pay, or entitles iLead to receive, after the Closing Date of consideration in excess of $5,00010,000; (xivi) any agreement Contract relating to any acquisition, divestiture, merger or similar transaction involving consideration in excess of $10,000, which contains representations, warranties, covenants, indemnities or other obligations which are still in effect; (j) any powers of attorney (other than a power of attorney given in the ordinary course of business for routine Tax matters); (k) any Contract relating to pending capital expenditures of iLead in excess of $10,000; (l) any Contract under which Target iLead has advanced or loaned any other Person amounts in the aggregate exceeding $5,00010,000; orand (xvm) any other agreement Contract (or group of related agreementsContracts) the performance of which involves consideration in excess of $5,00050,000. Target iLead has delivered delivered, or made available, to Buyer THK, a correct and complete copy of each written agreement Contract listed in §4(p) of the Disclosure Schedule 4.28 (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement Contract, if any, referred to in §4(p) of Schedule 4.28. Each Contract is the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, bindingbinding obligation of the parties thereto, enforceableenforceable against each party except as enforcement may be limited by bankruptcy, and insolvency, reorganization, moratorium or similar laws relating to or affecting creditor rights generally or by general equity principles (regardless of whether enforcement is sought in full force and effect a proceeding in all material respects; (B) no equity or at law). No party to any Contract 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 agreementContract.

Contracts. 4(p) Section 4.15 of the American Liberty Disclosure Schedule lists the following contracts and other agreements to which Target American Liberty 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 monthly excess of $5,000 per annum5,000; (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 $5,000; (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 Security Interest on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement agreement, contract or understanding (including any agreement, contract or understanding evidencing any outstanding indebtedness or other similar obligations to American Liberty or its Subsidiaries) with any director, officer, Affiliate or “associate” (as such term is defined in Rule 12b-2 under the Seller and his Affiliates (other than Target)Securities Exchange Act) of American Liberty or 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 or providing material severance benefitsbasis; (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 (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 $5,000American Liberty; or (xvl) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target American Liberty has delivered to Buyer Avant a correct and complete copy of each written agreement listed in §4(p) Section 4.15 of the American Liberty 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 4.20 of the American Liberty Disclosure Schedule. With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (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 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) Section 4.9(a) of the Disclosure Schedule lists the following contracts sets forth a list of each written and other agreements oral contract or agreement to which Target is Ivy has become a party:party since March 1, 1997 (collectively, the "New Contracts"): (i) any agreement (or group of related agreements) for which involves 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 annum; (ii) any agreement under which it has created, incurred, assumed or guaranteed (or group may create, incur, assume or guarantee) indebtedness for borrowed money (including capitalized lease obligations) involving more than $1,000; (iii) which is in the nature of related agreementsan employment, consulting or severance agreement or collective bargaining agreement involving the payment of more than $1,000 or not entered into in the ordinary course of business; (iv) which is with any of UOL and its Affiliates (other than Ivy); (v) which concerns confidentiality, nondisclosure or noncompetition; (vi) which is a profit sharing, stock option, stock appreciation, deferred compensation, severance or other plan or arrangement for the benefit of its current or former directors, officers and employees; (vii) which by its terms is not terminable without liability and involves the payment or receipt of $1,000 or more; (viii) which the consequences of a default or termination could have an adverse effect on the business, assets, financial condition, operations, results of operations, or future prospects of Ivy; (ix) which is in the nature of a partnership, joint venture, or collaborative arrangement or relationship; (x) which involves 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 shall extend over a period of more than 1 year or involve consideration one year, result 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, assumedfinancial loss to Ivy, 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 1,000; or (xi) which is outside of the ordinary course of business or contains any provision requiring Ivy to indemnify any other party thereto. (b) Ivy has delivered or made available to Buyer Purchaser a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (New 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) New Contract. All of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is New Contracts are legal, valid, binding, enforceableenforceable in accordance with their respective terms against Ivy and any other parties thereto, and are in full force and effect on identical terms following the consummation of the transactions contemplated in all material respectsthis Agreement. There is not under any New Contract: (i) any existing default, breach or violation by Ivy or by any other party thereto; (Bii) no party is in material breach or defaultan event which, and no event has occurred that with after notice or lapse of time or both, would constitute a material default or breach by Ivy or defaultby any other party, or permit termination, modification, or acceleration, under the agreementNew Contract; and or (Ciii) no party has repudiated any material repudiation of any provision of the agreementany New Contract.

Contracts. 4(pSection 4(o) of the Disclosure Schedule lists the following contracts and other agreements to which Target any of the Company 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 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, or involve consideration in excess of $5,000; 25,000 per annum; (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 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; noncompetition; (vi) any material agreement with the Seller and his or any of its Affiliates (other than Targetthe Company 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, officers and employees; employees (other than an Employee Benefit Plan); (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 or providing material severance benefits; basis; (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 ordinary course of Business; business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; ; 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 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 Buyer made available for review by the Purchaser 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: (A) the agreement is the legal, valid, binding and enforceable obligation of the parties thereto and is in full force and effect; (B) neither the Seller nor the Company has received notice that the agreement will not continue to be legal, valid, binding, enforceable, enforceable and in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby; (BC) no neither the Company or its Subsidiaries nor, to the knowledge of the Seller and the Company, any other party is in material breach or defaultdefault thereunder, and to the knowledge of the Seller and the Company, no event has occurred that which with notice or lapse of time would constitute a material breach or defaultdefault thereunder, or permit termination, modification, modification or acceleration, under the agreement; and (CD) no neither the Company or its Subsidiaries nor, to the knowledge of the Seller and the Company, any other party has repudiated any material provision of the 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 party thereto; (B) neither the Company party thereto nor, to the Knowledge of the Seller Entities, any other party is in material breach or default, and 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) neither the Company party thereto nor, to the Knowledge of the Seller Entities, any other 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 any 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 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 one year or involve consideration in excess of $5,00050,000, or any agreement requiring capital expenditures or the disposal or acquisition of assets in excess of $50,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it any Company 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; (iv) any material written agreement concerning confidentiality or noncompetition; (v) any material agreement concerning confidentiality with a Seller Entity or non-competitionanother Affiliate of any Seller Entity or any 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 or 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 50,000 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 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 which, or the payments under which, involves consideration in excess of $5,000. Target has delivered 50,000 in the aggregate; (xii) any agreement for any joint venture, partnership, strategic alliance, co-marketing arrangement or other similar agreement; (xiii) any agreement for the exclusive supply of products or services to Buyer a correct and complete copy of each written agreement listed in §4(por by any Company; or (xiv) 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 any tax sharing 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 allocation agreement.

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. Section 4(p) 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 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 one 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 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 its Affiliates (other than Targetthe Target and its Subsidiaries); (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 as a consultant or independent contractor on a full-time, time or part-timetime basis, consulting, or other basis providing annual compensation in excess of $25,000 25,000, or any employment agreement 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) material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any agreement under which it has granted any Person any registration rights (including, without limitation, demand of the Target 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 (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. 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, bindingbinding and enforceable against Target and/or its Subsidiaries, enforceableas applicable, and to Seller's Knowledge, against all other parties thereto, and in full force and effect in all material respectseffect; (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.agreement will continue to be legal,

Contracts. 4(p) Attached as Schedule 3.14 is a list of the Disclosure Schedule lists the following contracts and other agreements to which Target 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 1,000 per annum; (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 of which will extend over a period of more than 1 year or involve consideration in excess of $5,0001,000; (iiic) any purchase order for products or services in excess of $1,000 that has not been completed or filled; (d) any agreement concerning a partnership or joint venture; (ive) any agreement (or group of related agreements) under which it Seller has created, incurred, assumed, 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 been imposed a Lien an Encumbrance on any of its assets, tangible or intangible; (vf) any material agreement concerning confidentiality or non-competitionnoncompetition; (vig) any material agreement with involving any of the members of Seller as a party and his Affiliates (Seller as the other than Target)party; (viih) 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 members, managers, directors, officers, and employeesofficers or Employees; (viii) 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; (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 Material Adverse Effectmaterial adverse effect on the Business, financial condition, operations, results of operations or future prospects of the Business; (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 total annual consideration in excess of $5,0001,000. 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) 3.14 and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Scheduleagreement. With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceableenforceable and in full force and effect; (ii) 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 by this Agreement; (Biii) no party is in material breach or default, 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, modification or acceleration, under the agreement; and (Civ) no party has repudiated any material provision of the agreement.

Contracts. 4(p3(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target any of the Weston Parties or their 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 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 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 involving ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and his Affiliates (other than Target)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 $25,000 100,000 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 agreement with any Governmental Entity or which will involve payment after the Closing Date execution date of consideration in excess of $5,000this Agreement; (xiv) any agreement under which Target any of the Weston Parties or their Subsidiaries has advanced or loaned money to any other Person amounts in the aggregate exceeding $5,000Person; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target Weston Group has delivered to Buyer Emeritus a correct and complete copy of each written agreement required to be listed in §4(p3(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement required to be referred to 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 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(pParagraph 3(o) of the Disclosure Schedule lists the following executory oral and written contracts and other agreements to which Target either of the Sellers 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, 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 either any Seller has created, incurred, assumed, assumed or guaranteed any indebtedness Indebtedness for borrowed moneyBorrowed Money, or any capitalized lease obligation, 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-competitionrestricting either Seller's ability to compete with another Person; (vi) any material agreement with the involving Seller and his Affiliates (other than Target)Stockholder involving consideration in excess of $25,000; (vii) any agreement with any other Seller outside the Ordinary Course of Business; (viii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, compensation or other material severance plan or arrangement for the benefit of its current or former directors, officers, officers and employees; (viiiix) any collective bargaining agreement; (ixx) 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 benefitsbenefits in excess of $25,000; (xxi) any agreement under which it a Seller has advanced or loaned any amount to any of its directors, officers, officers and employees in excess of $25,000; and (xii) any other contract entered into 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 Business (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target has The Sellers have delivered or made available to the Buyer a correct and complete copy of each written contract or other agreement listed in §4(pparagraph 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(p) of the Disclosure Schedule). With respect to each such agreement: , (Ai) to the knowledge of Sellers, the agreement is legal, valid, binding, enforceable, enforceable and in full force and effect in all material respectseffect; (Bii) no the Sellers are not, and to the Knowledge of the Sellers the other party to such contract is not, in material breach or defaultdefault of such agreement, 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 (Ciii) the Sellers have not, and to the Knowledge of the Sellers no other party has to such agreement has, repudiated any material provision of the agreement.

Contracts. 4(p) Section 3.16 of the Disclosure Schedule 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 50,000.00 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 one year, or involve consideration in excess of $5,000; 50,000.00; (iii) any agreement concerning a partnership or joint venture; (ivc) 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; ; (vd) any material agreement concerning confidentiality or non-competition; noncompetition, or limiting in any way the Seller's freedom to purchase from alternate suppliers; (vie) any material written agreement with involving the Seller and his Affiliates Stockholder; (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; , other than any such plan or arrangement which is an Employee Benefit Plan; (viiig) any collective bargaining agreement; ; (ixh) any written agreement or, to the Seller's Knowledge, any other agreement for the employment of any individual on a full-full- time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 10,000.00 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 with any sales agent or distributor; (k) 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 Seller; 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 (xvl) any other written agreement (or group of related agreements) ), or, to the Seller's Knowledge, any other unwritten agreement (or group of related agreements), in either case the performance of which involves consideration in excess of $5,00050,000.00. Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p) Section 3.16 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: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (Bii) 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 Article II above); (iii) neither the Seller nor, to the Seller's Knowledge, any other party is in material breach or default, and and, to the Seller's 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 neither the Seller nor, to the Seller's Knowledge, any other party has repudiated any material provision of the agreement.

Contracts. 4(p4(o) of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company is a party: (i) each contract or agreement of any kind or nature entered into by any of the Company and Affiliates thereof, with any franchisee, sub-franchisee or area developer of the Company or any officer, principal, owner, shareholder or representative of any such franchisee or area developer; (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 1,000.00 per annum; (iiiii) 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 $5,0001,000.00; (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 1,000.00 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-competitionnoncompetition; (vivii) any material agreement with any of the Seller and his Sellers or their Affiliates (other than Targetthe Company); (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 officers or 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 15,000.00 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 Businessofficers or employees; (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); (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 (xvxiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,0001,000.00. Target ▇▇▇▇▇ has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p4(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(p4(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 and, to the Knowledge of the Sellers, 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 (CD) no neither the Company, nor to the Knowledge of the Sellers, has any other 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 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 annum;annum or a term of more than one (1) year; 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. (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 would *** 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 in Sections 3.19(a), (b), (c), (d), (f), (g), (h), (i) and (j) 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(pSCHEDULE 3.19. The Company has delivered to Parent written agreements relating to its top twelve (12) of the Disclosure Scheduleclients and customers and has made available to Parent all other written agreements listed in SCHEDULE 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 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. or acceleration, under the such agreement; and (Civ) no party has repudiated any material provision of the such agreement.

Contracts. (i) Buyer has been given access to copies of the currently effective Contracts described in clauses (A) through (P) to which Target is a party (the "Material Contracts"), which copies are true and correct in all material respects, subject to ordinary course extensions, renewals, and similar changes. Section 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a partylists: (iA) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any agreement (leasehold or group of related agreements) for the lease of other interest in, any real or personal property to or from any Person property, 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 than a Government Contract) for the furnishing or receipt of servicesservices or delivery of goods and/or materials, the performance of which will extend over a period of more than 1 one year after the date of this Agreement or involve under which Target paid or received aggregate consideration in excess of $5,00025,000 during the year ended December 31, 1997, or reasonably expects based upon the operation of the Business as of the date hereof to pay or receive aggregate consideration in excess of $25,000 during the year ending December 31, 1998; (iiiC) any agreement concerning a partnership or joint ventureGovernment Contract; (ivD) any Contract creating or governing a partnership, limited liability company, joint venture or any teaming agreement or other Contract (however named) which teaming agreement or other Contract involves a sharing of profits, losses, costs, or liabilities by Target with any other Person and involving a liability of Target in excess of $10,000 per annum; (E) any note, debenture, guarantee, loan, letter of credit, surety-bond or other agreement, instrument or commitment (or group of related agreements) in effect as of the date hereof, under which it Target has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, including any agreement or commitment for future loans, credit or financing or any capitalized lease obligation, in excess of $5,000 10,000 or under which it Target has imposed a Lien Security Interest on any of its assetsthe material Assets, tangible or intangible; (vF) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Targeta teaming agreement) imposing on Target a restriction or obligation regarding confidentiality or noncompetition (the "Confidentiality Agreements); (viiG) any Contract involving an obligation of Target to make any payment to any Affiliate of Target, any Seller, or any of Target's directors, officers or employees (not including salary or similar compensation reflected on Target's payroll records); (H) 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 employeesemployees (not including customary fringe benefits such as accrued vacation or sick leave); (viiiI) any collective bargaining agreementagreement or any other agreement with any employee representative of a group of employees or labor union relating to wages, hours or other conditions of employment; (ixJ) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing which is not terminable at-will or which provides annual compensation in excess of $25,000 10,000 or providing material severance benefits; (xK) any agreement under which it Target has advanced or loaned any amount which remains outstanding, to any of its directors, officers, and employees outside the Ordinary Course ordinary course of Businessbusiness and which will not be paid off at or prior to the Closing or will not constitute an Excluded Asset; (xiL) any agreement under which each Contract requiring capital expenditures by Target in connection with the consequences of a default Business 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 Assets after the Closing Date of consideration date hereof in an amount in excess of $5,0005,000 individually or $25,000 in the aggregate; (xivM) any agreement under which each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by Target has advanced or loaned any other Person amounts than in the aggregate exceeding $5,000; orordinary course of business; (xvN) each Loss Contract: and (O) each amendment, supplement, and modification (whether written or oral) in respect of 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 foregoing. (ii) With respect to each such Material Contract, except as amended to date) and a written summary setting set 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 Contract is legal, valid, binding, enforceable, and in full force and effect in all material respects; and (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time default which would constitute a material breach or default, or permit termination, modification, or acceleration, acceleration under the agreement; and Contract. (Ciii) Except as set forth on section 4(p) of the Disclosure Schedule, Target is not engaged in any renegotiations of any amounts paid or payable to Target under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation. Target has not received any written demand for such renegotiation in respect of any such Contract. Except as set forth on section 4(p) of the Disclosure Schedule, no party Person, including any government contracting officer or prime contractor has repudiated given Target written notice that any material provision adjustments are required to the terms of the agreementany Material Contracts.

Contracts. 4(p) Section 5.15 of the Disclosure Schedule lists the following contracts and other agreements to which Target either Seller is a partyparty which relate to the Business or the Railway: (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 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 to or receipt of servicesservices by Sellers, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000150,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has Sellers have created, incurred, assumed, or guaranteed any capitalized lease obligation or any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has they have imposed a Lien on any of its their assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitioncompetition or which otherwise restricts or prohibits the conduct of the Business or the Railway; (vif) any material agreement with the Seller and his Affiliates (other than Target)any 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; (viii) any collective bargaining agreement; (ixh) any agreement for the employment of with any individual on a full-time, part-timetime or other basis for employment or, consulting, or other basis providing annual services which differs from the form provided in Section 5.14(f) (other than name and compensation in excess of $25,000 or providing material severance benefitsamounts); (xi) any agreement under which it has Sellers have advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of BusinessPerson; (xij) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (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 with a customer 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 $5,000Sellers; or (xvl) any other agreement (or group of related agreements) the performance of which (i) cannot be terminated on fewer than thirty (30) days’ notice without further liability and (ii) involves consideration in excess of $5,000100,000. Target has Sellers have delivered to Buyer 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 agreementMaterial Contract: (Ai) the agreement Material Contract is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (Bii) subject to the obligations of the Parties under Section 8.1 and Section 8.6, the Material Contract 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 Seller is, and to Sellers’ Knowledge no other party is 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 agreementMaterial Contract; and (Civ) no Seller has and to Sellers’ Knowledge no other party has repudiated any material provision of the agreementMaterial Contract or claimed that the other party is in breach or default under such Material Contract.

Contracts. 4(p(a) of the Disclosure Schedule lists 3.13(a) identifies or describes the following contracts Contracts (other than Government Contracts and other agreements Leases) in effect on the date of this Agreement to which Target Company is a partyparty that provide for continuing obligations by or rights of any party thereto: (i) any agreement (or group of related agreements) for the lease of personal property 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 propertyPersonal 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 Company in excess of , 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 assetsAssets, tangible or intangible, other than the Permitted Liens; (v) any material agreement concerning confidentiality or non-competitionnoncompetition (other than customary agreements with an employee); (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 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 the Ordinary Course of Businessemployees; (xiix) any agreement under which the consequences of a default or termination could would reasonably be expected to have a Material Adverse EffectEffect on Company; (xiix) any agreement license, sublicense or other agreements or permissions under which it has granted Company is a licensee or otherwise is authorized to use or practice any Person any registration rights (including, without limitation, demand and piggyback registration rights)Intellectual Property; (xiiixi) any settlement, conciliation or similar agreement, the performance powers 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 $5,000attorney; or (xvxii) any other agreement (or group of related agreements) the performance which will result in a loss to Company in excess of which or 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) Schedule 2.19 of the Disclosure Schedule Schedule, together with all other Schedules annexed hereto, lists the following contracts and other agreements to which Target is either the Company or its Subsidiaries 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 person providing for lease payments in excess of $5,000 50,000 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, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over has a period of term more than 1 year 12 months left on its term, or involve involves unpaid consideration in excess of $5,00050,000; (iiic) any agreement concerning a partnership or joint venture;venture agreement; FILING #0001705193 PG 36 OF 193 VOL B-00116 FILED 03/20/1997 03:00 PM PAGE 03402 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE (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 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 and his Affiliates Stockholders or their affiliates (other than Targetas such terms defined in Rule 144 under the Securities Act); (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 or providing material severance benefits(other than agreements which are terminable without causing a Material Adverse Effect); (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 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, 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 agreement100,000.

Contracts. 4(p) of the Disclosure Schedule SCHEDULE 3.13 lists the following contracts and other agreements to which Target Seller or any of the Subsidiaries is a party:party (other than those contracts and other agreements that constitute Excluded Assets or Excluded Liabilities): (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 Two Hundred Fifty Thousand Dollars ($5,000 250,000) 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 (1) year, or that would result in a material loss to the Seller or any of the Subsidiaries, or involve consideration in excess of Two Hundred Fifty Thousand Dollars ($5,000250,000); (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 Two Hundred Fifty Thousand Dollars ($5,000 250,000) or under which it has imposed a Lien Encumbrance 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 and his Affiliates (other than Target)its directors, officers or the 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 Two Hundred Fifty Thousand Dollars ($25,000 250,000) or providing material severance benefitsbenefits or payments upon a change of control; (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 settlement, conciliation or similar agreement under which material obligations remain to be performed by any party thereto; (l) any agreement, other than those listed on SCHEDULE 3.13, pursuant to which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xiim) any lease treated as a capitalized lease; (n) any corporate integrity agreement; (o) any agreement under which it has granted Seller or any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, 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 Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding Two Hundred Fifty Thousand Dollars ($5,000; or250,000); (xvp) any other agreement (or group of related agreements) the performance of which involves consideration in excess of Two Hundred Fifty Thousand Dollars ($5,000250,000); and (q) each item of Secured Indebtedness. Target The Seller has made available or delivered to Buyer the Purchaser a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) listed on SCHEDULE 3.13 and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSCHEDULE 3.13. With respect to each such agreement: , except to the extent otherwise limited by applicable bankruptcy law or an Order of the Bankruptcy Court, (A) the agreement is legal, valid, bindingbinding and enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding and enforceable, and in full force and effect in all material respectsfollowing the consummation of the transactions contemplated hereby; (BC) neither the Seller nor any Subsidiary (and, to the knowledge of the Seller, 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 the agreement; and (CD) neither the Seller nor any Subsidiary (and, to the knowledge of the Seller, no party other party) has repudiated any material provision of the agreement. In addition, the Seller has made available to the Purchaser a true and correct copy of the current draft of the form of Medicare corporate integrity agreement (the "CORPORATE INTEGRITY AGREEMENT") to be entered into with respect to the long term care business operated by the Seller and the Subsidiaries.

Contracts. 4(p(a) Section 3.25 of the Company Disclosure Schedule Letter lists the following contracts and other agreements to which Target any of the Company and its Subsidiaries is a party:party as of the date hereof (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 $5,000 100,000 per annumannum for any one lease; (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 and its Subsidiaries, 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 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 or non-competitionnoncompetition; (vi) any material agreement with any of the Seller and his Affiliates (other than Target)of the 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 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 Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) Effect on the business, financial condition, operations, results of operations, or future prospects of any agreement under which it has granted any Person any registration rights (including, without limitation, demand of the Company 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 (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 100,000 annually, other than purchase orders with customers or suppliers in the ordinary course of business. (b) True and complete copy of each written agreement listed in §4(p) copies of the Disclosure Schedule (as amended Material Contracts, including all amendments, supplements and modifications to date) and each such Material Contract have been made available for review by Purchaser, or in the case a Material Contract described above is not written, the Company has provided Purchaser a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Scheduleagreement. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable against the Company, and to the Knowledge of the Company, against the other party thereto, 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 immediately following the consummation of the transactions contemplated hereby (other than as disclosed on Section 3.4 of the Company Disclosure Letter); (BC) no party is in material breach or default, in any material respect, 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 the Company, no party has repudiated any material provision of the agreement. (c) Except as set forth on Section 3.10 of the Company Disclosure Letter, and to the Knowledge of the Company, the Company is not in material breach of any of the representations, warranties, covenants and agreements contained in or relating to the NP Aerospace Sale Agreement or the ▇▇▇▇▇▇▇ Purchase Agreement. As of the date hereof, the Company has not received any notice and otherwise has no Knowledge of a breach of the NP Aerospace Sale Agreement or the ▇▇▇▇▇▇▇ Purchase Agreement other than as set forth on Section 3.10 of the Company Disclosure Letter. The NP Aerospace Sale Agreement and the ▇▇▇▇▇▇▇ Purchase Agreement are in full force and effect as of the date hereof.

Contracts. 4(pSCHEDULE 3.1(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target Prestige 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 Ten Thousand Dollars ($5,000 10,000) 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 (1) year, result in a material loss to Prestige, or involve consideration in excess of Ten Thousand Dollars ($5,00010,000); (iii) any Any agreement concerning a partnership or joint venture; (iv) any Any agreement (or group of related agreements) under which it Prestige has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of Ten Thousand Dollars ($5,000 10,000) or under which it Prestige has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material Any agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material Any agreement with the Seller and his Affiliates Shareholders or any of their affiliates (other than TargetPrestige); (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 Prestige's 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 over One Thousand ($25,000 or providing material severance benefits; (x1,000) any agreement Dollars under which it Prestige has advanced or loaned any amount to any of its directors, officers, and employees outside other than in the Ordinary Course ordinary course of Businessbusiness; (xix) 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 Prestige; and (xiixi) 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 Ten Thousand Dollars ($5,00010,000). Target has The Shareholders have delivered to Buyer 800 Travel and Merger Corp. a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to dateSCHEDULE 3.1(p) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSCHEDULE 3.1(p). 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; and (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 (C) no party has repudiated any material provision of the agreement.

Contracts. 4(p) Schedule 2.19 of the Disclosure Schedule Schedule, together with all other Schedules annexed hereto, lists the following contracts and other agreements to which Target is either the Company or its Subsidiaries 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 person providing for lease payments in excess of $5,000 50,000 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, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over has a period of term more than 1 year 12 months left on its term, or involve involves unpaid 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 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 and his Affiliates Stockholders or their affiliates (other than Targetas such terms defined in Rule 144 under the Securities Act); (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 or providing material severance benefits(other than agreements which are terminable without causing a Material Adverse Effect); (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 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, 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 agreement100,000.

Contracts. 4(p) Section 3.11 of the Disclosure Schedule lists the following contracts and other agreements to which Target any Acquired Company is a party:party (each a "Contract" and collectively, the "Contracts"): (ia) any agreement (or group of related agreements) for the consignment or lease of machinery, equipment or other 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, machinery, equipment 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 $5,00050,000; (iiic) any capitalized lease, pledge, conditional sale or title retention agreement involving the payment of more than $50,000 in the aggregate; (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, 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; (vf) any material agreement concerning confidentiality or non-competitionnoncompetition or otherwise prohibiting the Company or any of its Subsidiaries from freely engaging in any business; (vig) any material agreement with the Seller and his Affiliates (other than Target)or any of its Affiliates; (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 or employees; (viiii) any license, royalty or other agreement relating to any Acquired Company's Intellectual Property; (j) any agreement containing commitments of suretyship, guarantee or indemnification (except for guarantees, warranties and indemnities provided by the Company or any Subsidiary in the ordinary course of business and those having a contract value, individually or in the aggregate of $25,000 or less); (k) any agreement involving a governmental body; (l) any collective bargaining agreement; (ixm) 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 Business; (xin) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, assets, conditions, properties or prospects of any Acquired Company; (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 (xvo) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000; or (p) any commitment to do any of the foregoing described in clauses (a) through (o). Target The Company has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p) Section 3.11 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 3.11 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 respectsrespects and will continue to be so following the Closing; (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. Except as specifically identified in Section 3.11 of the Disclosure Schedule, no Acquired Company is a party to any contract, agreement or understanding which contains a "change in control", "potential change in control" or similar provision which could be triggered by the transactions contemplated by this Agreement.

Contracts. 4(pSECTION 2.3(p) of the Company 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 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 one year, may 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 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 Sellers or 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 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 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 (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 (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target has delivered Upon request, the Sellers will deliver to the Buyer a correct and complete copy of each written agreement listed in §4(pSECTION 2.3(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 2.3(p) of the Company 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 immediately following the consummation of the transactions contemplated hereby; (C) neither the Company, nor to the Sellers' Knowledge, any other party is in material breach or default, and to the Sellers' 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 (CD) no neither the Company, nor to the Sellers' Knowledge, any other 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 either ▇▇▇▇▇▇ or ▇▇▇▇▇▇ Sales 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 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 year or involve consideration in excess of $5,000;50,000 per annum. (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 obligation or under which it has imposed a Lien Security Interest on any of its owned assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition including all confidentiality agreements in favor of ▇▇▇▇▇▇ or Seller relating to the sale of the Gift Business or any interest therein (a list of, and copies of which, agreements will be provided at Closing), to the extent such agreements are assignable and to the extent third parties' obligations thereunder will survive the Closing under this Agreement; (vif) any material agreement with the between either Seller and his any of its Affiliates (other than Target▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sales), except to the extent such agreement will be superseded or replaced by the Transition Services described hereinafter; (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 severance benefits; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, directors or officers, and or to its employees outside the Ordinary Course in an amount of Business$10,000 or more; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a Seller 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 (xvl) any other agreement (or group of related agreements) the performance of which involves consideration paid by Seller in excess of $5,00050,000 per annum which cannot be terminated on no more than 30 days' notice without breach thereof. Target Seller has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 4.14, except confidentiality agreements listed pursuant to subsection (as amended to datee) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Scheduleabove. With respect to each such agreement: agreement except confidentiality agreements listed pursuant to subsection (Ae) above, as to which no representation is made; (x) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (By) no neither ▇▇▇▇▇▇ nor ▇▇▇▇▇▇ Sales nor to the Knowledge of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sales, any other party is in material breach or default, and no event has occurred that prior to Closing which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Cz) no neither ▇▇▇▇▇▇ nor ▇▇▇▇▇▇ Sales nor, to the Knowledge of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sales, any other party has repudiated any material provision of the agreement.

Contracts. 4(p(a) SECTION 7.15 of the Disclosure Schedule lists Letter contains a true and complete list of all of the following contracts and other agreements to which Target is a partyContracts of the Company: (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 annum100,000; (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 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 has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, Funded Indebtedness 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 or non-competitionnoncompetition; (vi) any material agreement with among the Seller Company and his its Affiliates (other than Target)relating to their respective assets and liabilities or business between or among them; (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 providing for the employment of or consultancy with 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 benefitsor retirement benefits in excess of $50,000; (x) any agreement under which it the Company has advanced or loaned any amount to any of its Affiliates, directors, officers, and or employees outside other than in the Ordinary Course of Business; (xi) any 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 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 consideration in excess of $5,000. Target 100,000. (b) The Company has delivered heretofore made available to Buyer Purchaser a correct true and complete copy of each written agreement Contract listed in §4(p) Section 7.15 of the Disclosure Schedule Letter, each as in effect on the date hereof, including, without limitation, all amendments thereto (as amended to date) all of the foregoing, together with the Real Property Leases and a written summary setting forth the material terms and conditions of each oral agreement Equipment Leases, are referred to in §4(p) of herein collectively as 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"MATERIAL CONTRACTS").

Contracts. 4(pss.3(o) of the Disclosure Schedule lists the following contracts and other agreements included in the Acquired Assets to which Target any of the Seller and its Subsidiaries is a party:party (collectively, the "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 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 material loss to any of the Seller and its Subsidiaries, or involve consideration in excess of $5,00010,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (concerning confidentiality 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 intangiblenoncompetition; (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; (viiivi) 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 20,000 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 the Ordinary Course of Business; (xiix) 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 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, 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 $5,000Acquired Assets; or (xvx) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target The Seller has delivered to the Buyer 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 (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) of the Disclosure Schedule 3.27 lists the following contracts and other agreements to which Target the Company is a partyparty on the date of this Agreement: (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 servicesservices (including maintenance), the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00025,000 per annum; (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 on any of its assets, tangible or intangibleintangible or any agreement under which it is a guarantor or otherwise is liable for any liability or obligation (including indebtedness) of any other Person; (ve) any material agreement concerning confidentiality or non-competitioncompetition or any other similar agreement or obligation which purports to limit the manner, industry, line of business or the localities in which the business of the Company is conducted, or which limits the customers or prospective customers that the Company may serve; (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; (viiig) 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 or providing material severance or change of control benefits; (xi) any agreement under which it has advanced or loaned any amount to any of its shareholders, directors, officers, and or employees (A) outside the Ordinary Course ordinary course of Businessthe Company’s business, or (B) in the ordinary course of the Company’s business but involving an aggregate amount in excess of $10,000; (xij) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xiik) each written distributorship, sales agency, sales representative, reseller or marketing, value added reseller, original equipment manufacturing, technology transfer, source code license or other license or other agreement containing the right to license or sublicense software, technology and/or any agreement under other intellectual property, in each case, to which it has granted any Person any registration rights the Company is a party (including, without limitation, demand and piggyback registration rightswhether as licensee or licensor); (xiiil) any settlement, conciliation or similar each agreement, option or commitment or right with, or held by, any third party to acquire any assets or properties, or any interest therein, of the performance of which will involve payment after the Closing Date of consideration Company, having a value in excess of $5,000; (xiv) any agreement under which Target has advanced 10,000, except for contracts for the sale of inventory, machinery or loaned any other Person amounts equipment in the aggregate exceeding $5,000ordinary course of the Company’s business; or (xvm) any other agreement (or group of related agreements) the performance of which involves consideration or creates an obligation on the part of the Company in excess of $5,00025,000. Target The Company has delivered provided the Buyer with access to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) 3.27 and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedule 3.27. With respect to each any 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; (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, or acceleration, under the agreement; and (Civ) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 4(m) of the Disclosure Schedule lists the following contracts and other agreements to which Target Lawriter is a partyparty and pursuant to which either party thereto has any outstanding performance obligation thereunder on the date of this Agreement: (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 one (1) year 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 the Seller and his Affiliates (other than Target)License Agreement; (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 employeesConsortium Licenses; (viii) any collective bargaining agreementthe Thunderstone Agreement; (ix) the Lawriter Operating Agreement; (x) the Trademark License Agreement; (xi) that certain Joint Venture Agreement, dated as of June 20, 2000, by and among the Association, OSBA, ▇▇▇▇ and Lawcorp (the “Joint Venture Agreement”); (xii) 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; (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; (xixiii) 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 (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 to Buyer a correct and complete copy of each written agreement listed in §4(pSection 4(m) 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(m) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, enforceable and in full force and effect in all material respectseffect, and the other party to such agreement has no right to modify or terminate the same as a result of the consummation of the transactions contemplated hereby; (B) to the Knowledge of Lawriter, Sellers, and the directors, managers, and officers of Lawriter, no party is in material breach or default, 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(pSchedule 3.1(o) of the Disclosure Schedule lists the following contracts and other agreements to which Target Timefire is a party: (i1) 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; (ii2) 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 Timefire, or involve consideration in excess of $5,00025,000; (iii3) any agreement concerning a partnership or joint venture; (iv4) 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 25,000 or under which it has imposed a Lien security interest on any of its assets, tangible or intangible; (v5) any material agreement concerning confidentiality or non-competitionnoncompetition other than with clients and vendors in the Ordinary Course of Business; (vi6) any material agreement with the Seller and his Affiliates (other than Target); (viias set forth in Section 3(w) with respect to its employees, 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 directorsmanagers, officers, and employees; (viii7) any collective bargaining agreement; (ix) 8) any agreement other than on an employment-at-will basis for the employment of any individual on a full-timefull‑time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x9) any agreement under which it has advanced or loaned any amount to any of its directorsmanagers, officers, and employees outside the Ordinary Course of BusinessBusiness as of the Closing; (xi10) 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 Timefire; or (xv11) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target Timefire has delivered to Buyer ENTK 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 Schedule3.1(o). 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) no party Timefire 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 agreement.

Contracts. 4(pSection 3(n) of the Disclosure Schedule lists the --------- following contracts and other agreements to which Target XTEND 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 material loss to XTEND, 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 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 Shareholders and his Affiliates (other than Target)their affiliates; (vii) any profit sharing, stock option, stock purchasepurchase or exchange, 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 10,000 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 ordinary course of Businessbusiness; (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 or similar agreement, the performance results of which will involve payment after the Closing Date operations 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 $5,000XTEND; or (xvxii) 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 Inventa a correct and complete copy of each written agreement listed in §4(pSection 3(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(pSection 3(n) of -11- the Disclosure Schedule, if any. 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(pSection 4(k) of the Disclosure Schedule lists the following contracts and other agreements to which Target the Buyer is a party, except contracts and other agreements involving a potential acquisition of the capital stock or assets of the Buyer, which by their terms are subject to a non-disclosure covenant: (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 material loss to the Buyer, or involve consideration in excess of $5,00050,000 per 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 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, except as hereinabove provided; (vi) any material agreement with involving any of the Seller Buyer's stockholders and his their Affiliates (other than Targetthe Buyer); (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 not cancelable on 30 days or less notice 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) except as otherwise listed pursuant to this Section 4(k), any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, financial condition, operations, results of operations of the Buyer, other than client or customer sales contracts entered into in the Ordinary Course of Business of the Buyer; (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 annual consideration in excess of $5,00050,000. Target The Buyer has delivered to Buyer the Target a correct and complete copy of each written agreement listed in §4(pSection 4(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(pSection 4(k) of the Disclosure Schedule. With respect to each such agreement, to the Buyer's Knowledge: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect and constitutes a legal, valid and binding agreement of the Buyer, enforceable in all material respectsaccordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratoriums or other similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or inequity); and (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(pExcept as set forth in the SEC Documents or ss. 3(n) of the Disclosure Schedule lists the following contracts and other agreements to which Target Schedule, neither Summit nor any of its Subsidiaries is a partyparty to: (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 or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iviii) 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; (viv) any material agreement concerning confidentiality or non-competitionnoncompetition; (v) to Summit's Knowledge, any agreement with any holder (or Affiliate thereof) of 5% or more of any class of securities of Summit or any of its Subsidiaries; (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 employeesemployees or consultants that is not listed in ss. 3(s) of the Disclosure Schedule; (viiivii) any collective bargaining agreement; (ixviii) any agreement for the employment (other than at-will 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; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside or consultants; (x) any agreement or license relating in whole or in part to the Intangible Property of Summit (including, without limitation, any agreement or license under which Summit has the right to use any Intangible Property owned or held by a third party) which is material to the business, financial condition or results of operations of Summit (other than standard licenses for software that is commercially available to the public in the Ordinary Course of Business); (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Summit Material Adverse Effect; (xii) any agreement under pursuant to which it has granted any Person any registration rights (material benefits accrue to the other party or parties to such contract as a result of the transactions contemplated by this Agreement, including, without limitation, demand and piggyback registration rights)rights of termination or modification of such agreements; (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 payment to or by Summit or any of its Subsidiaries (individually or collectively) in excess of $5,00050,000 per annum, except for insurance policies issued by the Insurance Subsidiaries in the Ordinary Course of Business; or (xiv) any other material agreement not made in the Ordinary Course of Business. Target Summit has delivered to Buyer Liberty a correct and complete copy of each written agreement listed in §4(pss. 3(n) of the Disclosure Schedule (as amended to date) and a brief written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pss. 3(n) of the Disclosure Schedule. With respect to each such agreementagreement and each agreement filed as a material contract with any SEC Documents: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) no party the transactions contemplated hereby will not cause the agreement, to be illegal, invalid, non-binding, non-enforceable or not to be in full force and effect for the benefit of the Surviving Corporation on identical terms immediately subsequent to the Effective Time and consummation of such transactions contemplated hereby; (C) neither Summit, nor any of its Subsidiaries, nor, to Summit's 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; (D) neither Summit nor any of its Subsidiaries has delivered or received notice of a cancellation of or an intent to cancel such agreement; and (CE) no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule 4.14 hereto lists the following contracts --------- ------------- and other agreements to which the 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 or non-competitionnoncompetition; (vif) any material agreement with any of the Seller Principals and his their Affiliates (other than the 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 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 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 (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 $5,000Target; or (xvl) 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 10,000. (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: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (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) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 3(o) of the AG Disclosure Schedule lists the following contracts and other agreements to which Target any of AG 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 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 in excess of $50,000, 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 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 the Seller and his Affiliates an affiliate of AG (other than TargetAG and its Subsidiaries); (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 any 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) Effect on the business, financial condition, operations, results of operations, or future prospects of any agreement under which it has granted any Person any registration rights (including, without limitation, demand of AG 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 (xvxii) any other agreement (or group of related agreementsagreements not entered into the Ordinary Course of Business) the performance of which involves consideration in excess of $5,000. Target 50,000; AG has delivered made available to Buyer AHC a correct and complete copy of each written agreement listed in §4(pSection 3(o) of the AG 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(o) of the AG 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 against AG and its Subsidiaries and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) to the Knowledge of AG and its Subsidiaries, 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 AG and its Subsidiaries, 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 any of Master Products 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 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 material loss to any of Master Products and its Subsidiaries, or involve consideration in excess of $5,00010,000; (iii) any agreement concerning a partnership or joint ventureventure agreement; (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 Security Interest on any of its material assets, tangible or intangible, or securing such indebtedness or obligation; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with any of the Seller and his Affiliates (other than Target)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 (or which is reasonably expected to result in) annual compensation or severance benefits in excess of $25,000 or providing material severance benefits50,000; (x) any agreement under which it has advanced or loaned any amount an outstanding loan(s) to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xi) any agreement (or group of related agreements) under which the 28 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 any agreement under which it has granted any Person any registration rights (including, without limitation, demand of Master Products 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 (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000, other than agreements which are cancelable by Master Products and its Subsidiaries without premium or penalty on not more than 30 days notice. 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) to the Knowledge of the Seller, the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) to the Knowledge of Seller 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) Master Products and its Subsidiaries are not in breach or default and, to the Knowledge of Seller, 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) Master Products and its Subsidiaries have not repudiated and, to the Knowledge of Seller, no other party has repudiated any material provision of the agreement.

Contracts. 4(pSection 3.1(l) of the Disclosure Schedule lists the following contracts and other agreements to which Target MGE or Envelope 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 MGE, or involve involves 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 moneyindebtedness, 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 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 50,000 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 of Business; (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 Effect with regard to MGE 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 $5,000Envelope; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000. Target MGE has delivered or made available to Buyer Money 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 3.1(l) 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; and (B) to the Knowledge of MGE, 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) Schedule 4.28 sets forth a list of the Disclosure Schedule lists the following all material contracts and other agreements to which Target PrimaryAds is a party:party including (the “Designated 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 per annum; (iia) 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, not entered into in the performance ordinary course of which will extend over a period of more than 1 year or involve consideration in excess of $5,000business; (iiib) any agreement concerning a partnership partnership, joint venture or joint limited liability company venture; (ivc) 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 $5,000 10,000 or under pursuant to which it has imposed a Lien has been placed on any of its assets, tangible or intangible, in excess of $10,000; (vd) any material agreement concerning confidentiality or non-competition; (vie) any material agreement with the Seller between any Shareholder or their Affiliates and his Affiliates (other than Target)PrimaryAds; (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; (xf) any agreement under which it PrimaryAds has advanced or loaned any amount monies to any of its directorsdirector, officersofficer, and employees outside the Ordinary Course of Businessor employee; (xig) any agreement under which restricts PrimaryAds from engaging in the consequences of a default or termination could reasonably be expected to have a Material Adverse EffectBusiness anywhere in the world; (xiih) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation settlement or similar agreement, the performance of which will involve payment require PrimaryAds to pay, or entitles PrimaryAds to receive, after the Closing Date of consideration in excess of $5,00010,000; (xivi) any agreement relating to any acquisition, divestiture, merger or similar transaction involving consideration in excess of $10,000, which contains representations, warranties, covenants, indemnities or other obligations which are still in effect; (j) any powers of attorney (other than a power of attorney given in the ordinary course of business for routine Tax matters); (k) any contract relating to pending capital expenditures of PrimaryAds in excess of $10,000; (l) any agreement under which Target PrimaryAds has advanced or loaned any other Person amounts in the aggregate exceeding $5,00010,000; orand (xvm) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000. Target To the extent reflected on Schedule 4.28, PrimaryAds has delivered delivered, or made available, to Buyer THK, a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 4.28 (as amended to date) 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 4.28. With respect to each such agreement: (A) the Each agreement is the legal, valid, bindingbinding obligation of the parties thereto, enforceableenforceable against each party except as enforcement may be limited by bankruptcy, and insolvency, reorganization, moratorium or similar laws relating to or affecting creditor rights generally or by general equity principles (regardless of whether enforcement is sought in full force and effect a proceeding in all material respects; (B) no equity or at law). No party to any agreement 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 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 purchase, sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, transfer agent services by the performance of Company and which will extend over a period of more than 1 year or involve consideration in excess of $5,000the Company and the Seller deem to be active accounts; (iii) any agreement (or group of related agreements) for the purchase, sale or for the furnishing of transfer agent services by the Company and which the Company and the Seller deem to be inactive accounts; (iv) 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 FIVE THOUSAND DOLLARS ($5,000 5,000) 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-competitionnoncompetition; (vivii) any material agreement with the Seller and his Affiliates (other than Targetthe Company); (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;; Employment Contracts referencing such are include as per above. (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 FIVE THOUSAND DOLLARS ($25,000 5,000) 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; (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); (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 (xvxiii) any other agreement (or group of related agreements) the performance of which involves whichinvolves consideration in excess of FIVE THOSUAND DOLLARS ($5,000). Target The Seller has delivered to the 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 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 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.