**STOCK PURCHASE AGREEMENT**

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of [Date], by and among XYZ, a Delaware corporation (“Buyer”), and the stockholders of ABC Inc., a Delaware corporation (the “Company”), listed on Exhibit A hereto (each, a “Seller” and collectively, the “Sellers”).

**RECITALS**

WHEREAS, the Sellers collectively own all of the issued and outstanding shares of capital stock of the Company (the “Shares”);

WHEREAS, the Buyer desires to purchase from the Sellers, and the Sellers desire to sell to the Buyer, all of the Shares, upon the terms and subject to the conditions set forth herein (the “Transaction”);

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements herein contained, the parties hereto agree as follows:

**ARTICLE I - PURCHASE AND SALE OF SHARES**

1.1 **Purchase and Sale of Shares.** Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Sellers shall sell, transfer, convey, assign, and deliver to the Buyer, and the Buyer shall purchase, acquire, and accept from the Sellers, all of the Shares, free and clear of all liens, claims, and encumbrances.

1.2 **Purchase Price.** The aggregate purchase price for the Shares shall be $50,000,000 (the “Purchase Price”), payable as follows:
(a) $24,000,000 in cash at the Closing, a portion of which shall be placed in an escrow account in an amount equal to the indemnity cap;
(b) Such number of shares of Buyer’s common stock for an aggregate additional value of approximately $5,000,000, based on the price of Buyer’s last preferred stock financing;
(c) Additional consideration (the “Earnout Amount”) constituting:
(i) Up to an additional $6,000,000 in cash; and
(ii) Up to a total of such number of shares of Buyer’s common stock for an aggregate additional value of approximately $15,000,000, based on the relative current valuation of Buyer, contingent upon the satisfaction of the performance milestones set forth in Section 1.3.

1.3 **Earnout Amount.** The Earnout Amount shall be payable as follows:
(a) 33% of each of the cash and stock components of the Earnout Amount shall be contingent upon the retention of Matthew, Mark, and John in active full-time roles with Buyer for 12 months after Closing, as detailed in Exhibit B.
(b) 33% of each of the cash and stock components of the Earnout Amount shall be contingent upon the Company’s achievement of a target amount of revenue of $10,500,000 during the 2025 calendar year, as detailed in Exhibit C.
(c) 34% of each of the cash and stock components of the Earnout Amount shall be contingent upon the successful integration of the Company's products and systems with Buyer’s products and systems, as detailed in Exhibit D.

**ARTICLE II - CLOSING**

2.1 **Closing.** The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of [Law Firm], located at [Address], at [Time] on [Date], or at such other time and place as the parties may agree in writing.

2.2 **Deliveries at Closing.** At the Closing:
(a) The Sellers shall deliver to the Buyer stock certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer.
(b) The Buyer shall deliver to the Sellers the cash portion of the Purchase Price by wire transfer of immediately available funds to an account designated by the Sellers.
(c) The Buyer shall deliver to the Sellers the stock portion of the Purchase Price by issuing shares of Buyer’s common stock to the Sellers.

**ARTICLE III - REPRESENTATIONS AND WARRANTIES**

3.1 **Representations and Warranties of the Sellers.** Each Seller, severally and not jointly, represents and warrants to the Buyer as follows:
(a) The Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(b) The Seller owns the Shares free and clear of all liens, claims, and encumbrances.

3.2 **Representations and Warranties of the Buyer.** The Buyer represents and warrants to the Sellers as follows:
(a) The Buyer has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(b) The Buyer has sufficient funds available to pay the Purchase Price.

**ARTICLE IV - COVENANTS**

4.1 **Conduct of Business.** From the date hereof until the Closing, the Company shall conduct its business in the ordinary course consistent with past practice.

4.2 **Access to Information.** The Sellers shall afford the Buyer and its representatives reasonable access to the Company’s books and records.

**ARTICLE V - INDEMNIFICATION**

5.1 **Indemnification by the Sellers.** The Sellers shall indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, and expenses arising out of or resulting from any breach of any representation, warranty, or covenant of the Sellers contained in this Agreement.

5.2 **Indemnification by the Buyer.** The Buyer shall indemnify and hold harmless the Sellers from and against any and all losses, damages, liabilities, and expenses arising out of or resulting from any breach of any representation, warranty, or covenant of the Buyer contained in this Agreement.

**ARTICLE VI - MISCELLANEOUS**

6.1 **Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.

6.2 **Entire Agreement.** This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

6.3 **Amendments and Waivers.** No amendment or waiver of any provision of this Agreement shall be valid unless in writing and signed by the parties hereto.

6.4 **Counterparts.** This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

**BUYER:**
XYZ, a Delaware corporation

By: ___________________________
Name: [Name]
Title: [Title]

**SELLERS:**

By: ___________________________
Name: [Name]
Title: [Title]

[Additional Seller Signatures]

---

**Exhibit A** - List of Sellers
**Exhibit B** - Retention Milestones
**Exhibit C** - Revenue Target
**Exhibit D** - Integration Milestones

# Stock Purchase Agreement

# STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of [_________], by and among XYZ Inc., a Delaware corporation (the "Purchaser"), ABC Inc., a Delaware corporation ("Company"), the shareholders of the Company listed on Annex II (the "Sellers"), and John Doe, in his capacity as representative of the Sellers (the "Sellers' Representative"). The Purchaser, the Company and the Sellers will collectively be referred to as the "Parties."

A. Certain capitalized terms used but not defined elsewhere in the text of this Agreement are defined in Annex I.

B. The Sellers own all of the issued and outstanding capital stock of the Company (the "Shares").

C. On the terms and subject to the conditions contained in this Agreement, the Sellers desire to sell all of their Shares to the Purchaser and to receive in exchange therefore the Transaction Consideration (as set forth and subject to adjustment as provided in this Agreement).

Now therefore, the Parties agree as follows:

# ARTICLE I.
## CERTAIN INTERPRETIVE MATTERS.
### I.1 Certain Interpretive Matters.
#### I.1.1 Unless the context requires otherwise, (a) all references to Sections, Articles, Exhibits, Annexes or Schedules are to Sections, Articles, Exhibits, Annexes, or Schedules of or to this Agreement, (b) the headings in this Agreement are for convenience of reference only and will not control or affect the meaning or construction of any provisions of this Agreement, (c) each term defined in this Agreement has the meaning assigned to it, (d) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with GAAP, (e) words in the singular include the plural and vice versa, (f) all references to $ or dollar amounts will be to lawful currency of the United States, (g) to the extent the term "day" or "days" is used, it will mean calendar days, (h) references to the masculine, feminine or neuter gender include each other gender, (i) the words "herein," "hereby," "hereof," "hereunder," and other words of similar import refer to this Agreement as a whole and not to any particular Section, Article, or other subdivision, (j) the terms "including" and "includes" mean "including or includes without limitation," (k) reference to, and the definition of, any document shall be deemed a reference to such document as it may be amended, supplemented, revised, or modified, in writing, from time to time but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement, (l) reference to any Law shall be construed as a reference to such Law as re-enacted, re-designated, amended or extended from time to time prior to the date hereof, (m) the information contained in the Schedules is disclosed solely for the purposes of this Agreement, and (o) each of the Schedules and the disclosures therein will apply and consist of disclosures only to the corresponding section or subsection of this Agreement.

#### I.1.2 The Parties intend that each representation, warranty and covenant contained in this Agreement shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such Party has not breached, shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant.

#### I.1.3 No provision of this Agreement will be interpreted in favor of, or against, any of the Parties by reason of the extent to which any such Party or its counsel participated in the drafting of this Agreement or by reason of the extent to which any such provision is inconsistent with any prior draft of this Agreement or any provision of this Agreement.

#### I.1.4 All references to the “knowledge of the Company” or to words of similar import will be deemed to be references to the actual knowledge of the Knowledge Persons, and such knowledge that would reasonably be expected to be known by such Knowledge Persons in the ordinary and usual course of the performance of their professional responsibility, in each case after due inquiry, including (without limitation) of the other personnel and records of the Company and their Affiliates.

# ARTICLE II.
## CLOSING; POST-CLOSING ADJUSTMENT.
### II.1 Purchase of Shares.
#### II.1.1 On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell to the Purchaser, and the Purchaser shall purchase from such Sellers, all of such Sellers’ right, title and interest in and to all of the Shares owned by such Sellers, free and clear of all Liens. In exchange for the Shares, the Purchaser shall pay to the Sellers the Transaction Consideration as provided in this Agreement. The Transaction Consideration will be allocated among the Sellers pursuant to [Schedule 2.1](#).

### II.2 Closing.
The closing of the transactions contemplated by this Agreement (the “Closing”) will take place by electronic communication, on the second Business Day following the satisfaction or waiver of the conditions to the obligations of the Parties set forth in [Article VIII](#) or on such other date and at such other place agreed to by the Purchaser and the Sellers’ Representative, and shall be effective as of 12:01 a.m. on such date (the date on which the Closing occurs is referred to in this Agreement as the “Closing Date”), with original documents being exchanged promptly after the Closing. The Closing shall be effective as of the opening of business on the Closing Date.

### II.3 Estimated Transaction Consideration.
At least two (2) Business Days prior to the Closing, the Sellers have caused the Company to deliver to the Purchaser a certificate signed by an officer of the Company and reasonably agreed upon by the Purchaser setting forth a good faith estimate of the amount of the Closing Indebtedness and the Closing Working Capital (the “Closing Certificate”). As used herein, “Estimated Closing Indebtedness” and “Estimated Closing Working Capital” mean the estimates of the Closing Indebtedness and the Closing Working Capital, respectively, set forth in the Closing Certificate, and “Estimated Transaction Consideration” means an amount equal to the Transaction Consideration, assuming for purposes of such calculation that Closing Indebtedness is equal to the Estimated Closing Indebtedness and the Closing Working Capital is equal to the Estimated Closing Working Capital. The Closing Certificate shall (i) be prepared in accordance with GAAP and, except where inconsistent with GAAP, shall use the same accounting principles and practices the Company has historically used, (ii) be derived from the books and records (including the general ledgers) of the Company, and (iii) accurately reflect such books and records (including the general ledgers).

### II.4 Closing Payments
#### II.4.1 At the Closing, the Purchaser shall pay the Estimated Transaction Consideration as follows (the "Closing Payments"):
(a) the Escrow Amount deposited by wire transfer of immediately available funds into the Escrow Account established pursuant to the terms of the Escrow Agreement;
(b) the aggregate dollar amount to satisfy any Indebtedness to be paid at the Closing (the "Closing Indebtedness Payments") to the applicable lenders identified in, and in accordance with, the pay-off letters (the "Pay-Off Letters") provided to the Purchaser prior to the Closing, which Pay-Off Letters shall be in a commercially reasonable form satisfactory to the Purchaser and indicate that such lenders have agreed to release immediately all Liens relating to the properties and assets of the Company and their Subsidiaries upon receipt of the amounts indicated in such Pay-Off Letters (other than any such Liens which relate to Indebtedness which shall not be paid at the Closing, which shall be Permitted Liens set forth on Schedule 6.1);
(c) the aggregate dollar amount to satisfy any Selling Expenses that remain unpaid at Closing to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and
(d) the balance to the Sellers' Representative for the benefit of the Sellers in cash by wire transfer of immediately available funds to an account designated in writing to the Purchaser by the Sellers' Representative prior to the Closing.

### II.5 Post-Closing Adjustment
#### II.5.1 Adjustment Statement Preparation
Within forty-five (45) days after the Closing Date, the Purchaser shall prepare and deliver to the Sellers' Representative an adjustment statement setting forth the amount of the Closing Indebtedness and the Closing Working Capital as of the Closing and, based on the Closing Indebtedness and the Closing Working Capital as derived therefrom, the Purchaser's written calculation of the Transaction Consideration, and the adjustment necessary to reconcile the Estimated Transaction Consideration to the Transaction Consideration (the "Preliminary Adjustment Statement"). The Preliminary Adjustment Statement shall be prepared as of 12:01 a.m. on the Closing Date, and in accordance with the definitions of Closing Indebtedness and Closing Working Capital. For purposes of complying with the terms set forth in this Section 2.5, each Party shall cooperate with and make available to the other Parties, their respective representatives, and the Accounting Referee, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder.

#### II.5.2 Adjustment Statement Review
If the Sellers' Representative believes that the Preliminary Adjustment Statement is inaccurate or was not properly prepared in accordance with Section 2.5.1, the Sellers' Representative shall so notify the Purchaser no later than twenty-one (21) days after the Sellers' Representative's receipt thereof, setting forth in such notice its objections to the Preliminary Adjustment Statement with particularity and the specific changes which the Sellers' Representative claims are required to be made in order to conform the Preliminary Adjustment Statement to the terms of Section 2.5.1.

#### II.5.3 Adjustment Statement Dispute Resolution
If the Sellers' Representative timely notifies the Purchaser of an objection by the Sellers' Representative to the Preliminary Adjustment Statement and if the Sellers’ Representative and the Purchaser are unable to resolve such dispute through good faith negotiations within fifteen (15) days after the Sellers’ Representative’s delivery of such notice of objection, then the Sellers’ Representative and the Purchaser shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by [_____] or, if such firm declines the representation, a nationally recognized accounting firm mutually agreed on by the Sellers’ Representative and the Purchaser (the accounting firm ultimately chosen, the “**Accounting Referee**”). The Accounting Referee shall determine and report in writing to the Sellers’ Representative and the Purchaser as to the resolution of all disputed matters and the effect of such determinations on the Preliminary Adjustment Statement within thirty (30) days after such submission or such longer period as the Accounting Referee may reasonably require, and such determinations shall be final, binding and conclusive on the Parties and upon which a judgment may be entered by a court of competent jurisdiction. The fees and disbursements of the Accounting Referee shall be borne by the Party (i.e., the Sellers, on the one hand, or the Purchaser, on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Accounting Referee (or equally in the event the Parties’ assigned amounts were, on a net basis, equally far from the amount finally determined by the Accounting Referee).

#### II.5.4 Final Adjustment Statement
The Preliminary Adjustment Statement shall become the “**Final Adjustment Statement**” and as such shall become final, binding and conclusive on the Parties for all purposes of this Agreement and upon which a judgment may be entered by a court of competent jurisdiction, upon the earliest to occur of the following:
(a) the mutual acceptance by the Sellers’ Representative and the Purchaser of the Preliminary Adjustment Statement, with such adjustments thereto, if any, as may be agreed by the Sellers’ Representative and consented to in writing by the Purchaser;
(b) the expiration of twenty-one (21) days after the Sellers’ Representative receipt of the Preliminary Adjustment Statement, without timely written objection by the Sellers’ Representative in accordance with [Section 2.5.2](#); or
(c) the delivery to the Sellers’ Representative and the Purchaser by the Accounting Referee of the report of its determination of all disputed matters submitted to the Accounting Referee pursuant to [Section 2.5.3](#).

#### II.5.5 Adjustment of Transaction Consideration
If the Transaction Consideration, as finally determined in accordance with this [Section 2.5](#), is greater than the Estimated Transaction Consideration, the Purchaser shall pay the amount of such difference to the Sellers in cash, by wire transfer of immediately available funds to an account designated in writing to the Purchaser by the Sellers’ Representative. If the Transaction Consideration, as finally determined in accordance with this [Section 2.5](#), is less than the Estimated Transaction Consideration, the Sellers shall pay any balance to the Purchaser in cash, by wire transfer of immediately available funds to an account designated in writing to the Sellers’ Representative by the Purchaser. Any such amount shall be due and payable no later than three Business Days after the Preliminary Adjustment Statement becomes the Final Adjustment Statement. For tax purposes, any payment by the Purchaser or the Sellers under this [Section 2.5](#) shall be treated as an adjustment to the Transaction Consideration.

### II.6 Allocation of the Transaction Consideration
The payment by the Purchaser of the Transaction Consideration (including any additional amount required pursuant to [Section 2.5](#)) into an account designated by the Sellers’ Representative shall constitute payment by the Purchaser to the Sellers and satisfaction of the Purchaser’s obligation to pay such amount hereunder.

### II.7 Proceedings
Except as otherwise specifically provided for herein, all proceedings that will be taken and all documents that will be executed and delivered by the Parties on the Closing Date will be deemed to have been taken and executed simultaneously, and no proceedings will be deemed taken nor any document executed and delivered until all such proceedings have been taken, and all such documents have been executed and delivered.

### II.8 Earnout
#### II.8.1 Delivery of Reports; Dispute Resolution
(a) Not later than 10 Business Days after the approval and sign-off of the Purchaser’s financial statements for each of the Earnout Years by the Purchaser’s management and/or board of directors that have been reviewed by the Purchaser’s auditors, the Purchaser shall prepare or cause to be prepared and shall deliver or cause to be delivered to the Sellers’ Representative (a) a statement (the “Company Gross Profit Statement”) setting forth the amount of [Company Gross Profit], including the supporting data for such calculation. The Sellers’ Representative shall have access to the books and records relating to the [Company Gross Profit] to verify the determination and computation made by Purchaser.
(b) In the event that the Sellers’ Representative objects to Purchaser’s calculation of [Company Gross Profit] or requires further information in order to verify such calculation, then within 20 days after the delivery to the Sellers’ Representative of the [Company Gross Profit] statement (the “Initial Response Period”), the Sellers’ Representative shall deliver to Purchaser a notice (the “Objection Notice”):
(i) describing in reasonable detail the Sellers’ Representative’s objections to Purchaser’s calculation of [Company Gross Profit] and containing a statement setting forth the calculation of [Company Gross Profit] determined by the Sellers’ Representative to be correct; or
(ii) requesting additional information from Purchaser that the Sellers’ Representative requires in order to verify such calculation (which information, to the extent reasonably necessary in order to perform such calculations, shall be provided by Purchaser within 10 days after Purchaser’s receipt of such request). If the Sellers’ Representative does not deliver an Objection Notice to Purchaser during the Initial Response Period, or prior to the end of such period delivers a written notice to Purchaser accepting the calculation of [Company Gross Profit], Purchaser’s calculation of [Company Gross Profit] shall be conclusive and binding on Purchaser and the Sellers’ Representative, and Purchaser shall make any Earnout Payment required with respect to such calculation not later than June 30 of the year following such Earnout Year (the “Earnout Payment Date”).
(c) If the Sellers’ Representative delivers an Objection Notice to Purchaser accompanied by a request for additional information from Purchaser as described above during the Initial Response Period, then Purchaser shall not immediately make the Earnout Payment, and the Sellers’ Representative shall have an additional 10 days after receiving the requested information from Purchaser (the “Final Response Period”) to deliver to Purchaser a written notice (a “Final Objection Notice”) describing in reasonable detail the Sellers’ Representative’s objections to Purchaser’s calculation of [Company Gross Profit], accompanied by a statement setting forth the basis for the calculation of the [Company Gross Profit] amount determined by the Sellers’ Representative to be correct. If the Sellers’ Representative does not deliver a Final Objection Notice to Purchaser during the Final Response Period, or prior to the end of such period delivers a written notice to Purchaser accepting the calculation of [Company Gross Profit], then Purchaser’s calculation of [Company Gross Profit] shall be conclusive and binding on Purchaser and the Sellers’ Representative, and Purchaser shall make any Earnout Payment required with respect to such calculation not later than the applicable Earnout Payment Date.
(d) If the Sellers' Representative delivers an Objection Notice not requesting additional information or a Final Objection Notice, as the case may be, accompanied by a statement setting forth the basis for the calculation of [Company Gross Profit] determined by the Sellers' Representative to be correct to Purchaser during either the Initial Response Period or the Final Response Period in accordance with this Section 2.8.2, and if the Sellers' Representative and Purchaser are unable to agree on the calculation of [Company Gross Profit] within 10 days after such Objection Notice or Final Objection Notice, as the case may be, is delivered to Purchaser, the dispute shall be finally settled by the Accounting Referee. The determination by the Accounting Referee of the calculation of [Company Gross Profit] shall be conclusive and binding on Purchaser, the Sellers' Representative and the Sellers, absent manifest error or fraud, and Purchaser shall make any Earnout Payment required with respect to such calculation on the later of (i) the applicable Earnout Payment Date or (ii) the date the calculation of [Company Gross Profit] becomes conclusive and binding on Purchaser, the Sellers' Representative and the Sellers pursuant to this Agreement. The costs of the Accounting Referee shall be borne (A) by Purchaser if the absolute value of the difference between the [Company Gross Profit] determined by the Accounting Referee and Purchaser's calculation of the [Company Gross Profit] is greater than the absolute value of the difference between the [Company Gross Profit] determined by the Accounting Referee and the Sellers' Representative's calculation of [Company Gross Profit], (B) by the Sellers if the absolute value of the difference between the [Company Gross Profit] determined by the Accounting Referee and Purchaser's calculation of [Company Gross Profit] is less than the absolute value of the difference between [Company Gross Profit] determined by the [Company Gross Profit] and the Sellers' Representative's calculation of [Company Gross Profit] and (C) otherwise equally by Purchaser and the Sellers.

#### II.8.2
Following the Closing and through the end of the last Earnout Year, the Purchaser shall cause the Company to establish and keep in place an internal system, and such divisional accounting purposes, that will facilitate the separate recording, compiling and analysis of all information relevant to the determination and calculation of the [Company Gross Profit] exclusive of any acquisitions by the Company after the date hereof, the gross profit of which the Parties agree shall not be taken into account in determining [Company Gross Profit].

#### II.8.3
No Earnout Payment shall be payable to the extent before or after giving effect to any such payment a Default or Event of Default shall have occurred and be continuing under any credit agreement or similar financing facility entered into by the Purchaser from time to time, and provided that in the event the Earnout Payment (or portion thereof) is not paid when due as a result of a Default or Event of Default under such credit agreement or similar financing facility, such unpaid Earnout Payment shall be paid promptly when such Default or Event of Default is no longer continuing and no Default or Event of Default would occur after giving effect to any such payment.

#### II.8.4
Purchaser shall be entitled, in addition to any other rights or remedies that it may have, to deduct from any Earnout Payment that subsequently becomes due and payable by the Purchaser to the Sellers' Representative in accordance with this Agreement the amount of any and all Damages which Purchaser has sustained for which it is entitled to indemnification from the Sellers pursuant to Article IX hereof.

# ARTICLE III.
## REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERS

The Company and Sellers, jointly and severally, represent and warrant to the Purchaser as follows:

### III.1 Existence and Qualification
The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company is duly formed, validly existing and in good standing in the state of its incorporation or formation. The Company and each of their Subsidiaries have the requisite corporate power and authority and all Permits required to carry on their respective businesses as presently conducted. Except as disclosed on Schedule 3.1, the Company and each of their Subsidiaries are duly qualified or licensed to conduct business as a foreign entity and are in good standing in each jurisdiction where such qualification is required. The Company has delivered to the Purchaser true and complete copies of its and their Subsidiaries' Organizational Documents. Neither the Company nor any of their Subsidiaries is in violation of any provision of its Organizational Documents.

### III.2 Authorization; Enforceability
The Company has the requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement and each Ancillary Agreement to which such Company is or will be a party. This Agreement and each Ancillary Agreement to which the Company is or will be a party has been duly authorized, executed and delivered by the Company. This Agreement and each Ancillary Agreement to which the Company is or will be a party has been or will be duly authorized, executed and delivered by the Company, and once executed, will constitute a legal, valid and binding obligation of the Company, enforceable against each of the Company in accordance with their respective terms.

### III.3 Non-Contravention; Consents; Restrictive Documents
#### III.3.1
Except as disclosed on Schedule 3.3.1, the execution, delivery and performance by the Company and the Sellers of this Agreement and each Ancillary Agreement to which such Company or any of their Subsidiaries, or the Sellers is or will be a party, did not and will not (a) violate the governing or Organizational Documents of such Company or any of their Subsidiaries, (b) violate any applicable Law or Order, (c) require any filing with or permit, consent, or approval of, or require the giving of any notice to (including under any right of first refusal or similar provision), any court or other Person (including filings, consents, or approvals required under any Permits of such Company, any of their Subsidiaries, or the Seller; or any Permits, leases, franchises, contracts or other agreements to which such Company, any of their Subsidiaries, or the Sellers is or will be a party), (d) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of, such Company, any of their Subsidiaries, or the Sellers, or to a loss of any benefit to which such Company, any of their Subsidiaries, or the Sellers is entitled, under any agreement or other instrument binding upon or providing rights to such Company, their Subsidiaries, or the Sellers, or any Permit held by such Company, their Subsidiaries, or the Sellers, or (e) result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of such Company, any of their Subsidiaries, or the Sellers or the Shares.

#### III.3.2
Except as disclosed on Schedule 3.3.2, neither any Seller nor any Company or any of their Subsidiaries is subject to, or a party to, any charter, bylaw, mortgage, Lien, lease, Permit, instrument, Law, Order; or any other restriction of any kind or character, that (a) has had or would reasonably be expected to have a Material Adverse Effect or to materially and adversely affect any of the assets or properties of the Company or their Subsidiaries, (b) would prevent consummation of the transactions contemplated by this Agreement and the Ancillary Agreements or compliance by the Company, any of their Subsidiaries, or any Seller with the terms, conditions and provisions of this Agreement and the Ancillary Agreements to which any Company, any of their Subsidiaries, or any Seller is, as contemplated by this Agreement, to become a party, or the continued operation of the Company and their Subsidiaries' respective businesses after the date of this Agreement or the Closing Date on substantially the same basis as historically operated or (c) would restrict the ability of any Company or any of their Subsidiaries to conduct their respective businesses after the Closing in a manner consistent with the conduct of such businesses by the Company or any of their Subsidiaries prior to the Closing.

### III.4 Capitalization
#### III.4.1
The authorized capital stock of Company consists of 20,000,000 shares of common stock, of which 10,000,000 shares are issued and outstanding, and 6,000,000 shares of series A preferred stock, all of which are issued and outstanding. No current or former stockholder or any other Person is contesting the ownership of the Common Stock or any distributions or contributions relating thereto. Except as disclosed on Schedule 3.4.1, there are no authorized or outstanding (a) shares of capital stock, equity interests, or other securities of any Company, (b) securities of any Company convertible into, exchangeable or exercisable for shares of capital stock, equity interests, or other securities of the Company, (c) subscription, calls, commitments, Contracts, options, warrants, or other rights to purchase or acquire from any Company, or obligations of any Company to issue, any shares of capital stock, equity interests, or other securities, including securities convertible into, exchangeable or exercisable for shares of capital stock, equity interests, or other securities of any Company, or (d) bonds, debentures, notes, or other indebtedness that entitle the holders to vote (or convertible into, exchangeable or exercisable for, securities that entitle the holders to vote) with holders of shares of capital stock, equity interests, or other securities of any Company on any matter (the items in clauses (a), (b), (c) and (d) being referred to collectively as the "Company Securities"). There are no outstanding obligations of any Company or any of their Subsidiaries to repurchase, redeem, or otherwise acquire the Company Securities.

#### III.4.2
The Shares are duly authorized, validly issued, fully paid, and non-assessable. The Shares are owned of record and beneficially by the Sellers as set forth on Schedule 3.4.1, free and clear of any Liens. Except as disclosed on Schedule 3.4.2, the Company Securities are not subject to any voting trust agreement, registration rights agreements, pledge agreements, buy-sell agreements or other contract, agreement, arrangement, commitment, option, proxy, pledge, right of first refusal or preemptive right, or understanding, including any contract restricting or otherwise relating to the ownership, voting rights, distribution rights, or disposition thereof. At the Closing, the Purchaser will acquire good title to the Company Securities free and clear of Liens.

#### III.4.3
Except as disclosed on Schedule 3.4.3, no Company owns, directly or indirectly, any capital stock, membership interests, or other securities of any Person.

#### III.4.4
Except as disclosed on Schedule 3.4.4, there are no authorized or outstanding (a) shares of capital stock, equity interests, or other securities of any Subsidiary of any Company, (b) securities of any Subsidiary of any Company convertible into, exchangeable or exercisable for, membership interests, shares of capital stock, equity interests, or other securities of any of such Subsidiary, or (c) options, warrants, or other rights to purchase or acquire from any Subsidiary of the Company, or obligations of any Subsidiary of any Company to issue, any membership interests, shares of capital stock, equity interests, or other securities, including securities convertible into, exchangeable or exercisable for, membership interests, shares of capital stock, equity interests, or other securities of any Subsidiary of any Company, or (d) bonds, debentures, notes, or other indebtedness that entitle the holders to vote (or convertible into, exchangeable or exercisable for, securities that entitle the holders to vote) with holders of membership interests, shares of capital stock, equity interests, or other securities of any Subsidiary of the Company on any matter (the items in clauses (a), (b), (c) and (d) being referred to collectively as the "Subsidiary Securities"). There are no outstanding obligations of any Company or any of their Subsidiaries to repurchase, redeem, or otherwise acquire any Subsidiary Securities.

#### III.4.5
There are no voting trust agreements or other contracts, agreements, arrangements, commitments, options, proxies, pledges, rights of first refusal, or understandings, including any contracts restricting or otherwise relating to the ownership, voting rights, distribution rights, or disposition of the Subsidiary Securities.

### III.5 Financial Statements; Company’s Books
#### III.5.1
The Company has delivered to the Purchaser the Financial Statements, true, complete and correct copies of which are attached as Schedule 3.5.1. The Financial Statements (i) have been prepared in accordance with GAAP, (ii) are correct and complete, (iii) reflect the consistent application of accounting principles throughout the periods involved, (iv) except where inconsistent with GAAP, have been prepared using the same accounting principles and practices as the Company have used historically, (v) are derived from and accurately reflect the books and records (including the general ledgers) of the Company and their Subsidiaries, and (vi) other than adjustments made in the Ordinary Course which are not reflected on any Financial Statements, fairly present in all material respects the consolidated financial position of the Company at the dates thereof and the results of the operations, changes in stockholders’ equity and cash flows of the Company for the periods indicated. Except as disclosed on Schedule 3.5.1, no financial statements of any Person other than the Company and their Subsidiaries are required by GAAP to be included in the financial statements of the Company. The Company have also delivered to the Purchaser true and complete copies of all letters and similar written correspondence of any kind from the Company’ accountants to the Company and their Subsidiaries, together with true and complete copies of all responses thereto.

#### III.5.2
The books of account, minute books and stock ownership record books, and records of the Company and their Subsidiaries, have been delivered to the Purchaser and are complete and correct as disclosed on Schedule 3.5.2, the minute books of the Company are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with applicable legal and accounting requirements and sound business practices. Neither the Company nor any of the Subsidiaries maintain any off-the-book accounts and the Company’ assets are used only in accordance with management’s directives. The minute books of the Company and the Subsidiaries contain accurate and complete records of all meetings held of, and action taken by the shareholders, board of directors, and committees of the board of directors of the Company and no meeting of any such shareholders, board of directors, or committees of the board of directors at which any material corporate or other action was taken has been held for which minutes have not been prepared and are not contained in such minute books. Except as disclosed on Schedule 3.5.2, neither the Company nor any Subsidiary of any Company has any of its books, records, systems, controls, data or information recorded, stored, maintained, operated, or otherwise wholly or partly dependent upon or held by any means that, including all means of access thereto and therefrom, are not under the exclusive ownership and direct control of the Company or Subsidiary, as applicable.

#### III.5.3
The Company has established and presently maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of such Company are being executed and made only in accordance with appropriate policies, procedures and authorizations of management and the board of directors or managers of such Company, and (ii) that transactions related to the business of such Company are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets. Since ________, no Company has identified or been made aware of any fraud that involves any Company, its Affiliates, or their management, or other current employees or any claim or allegation regarding any of the foregoing, and no Company has received any written notice from its independent accountants regarding any of the foregoing.

### III.6 No Undisclosed Liabilities
There are no liabilities or obligations of the Company or any of their Subsidiaries, or facts or circumstances, that could give rise to liabilities of the Company or any of their Subsidiaries, whether accrued, contingent, absolute, determined, determinable, or otherwise (collectively "Liabilities"), other than (a) Liabilities fully recorded or reserved for in the Balance Sheet as of the Balance Sheet Date, (b) Liabilities specifically disclosed on Schedule 3.6, (c) immaterial Liabilities incurred since the Balance Sheet Date in the Ordinary Course, and (d) other Liabilities for legal, accounting and other professional expenses incurred in connection with the transactions contemplated by this Agreement which constitute Selling Expenses.

### III.7 Interested Transactions
Schedule 3.7 contains a complete list of (i) all amounts and obligations owed between any director, executive officer, Seller or any of its Affiliates, on the one hand, and any Company or any of their Subsidiaries, on the other hand, and (ii) transactions and services provided since [_____] between any director, executive officer, Seller or any of its Affiliates, on the one hand, and any Company or any of their Subsidiaries, on the other hand. Except as disclosed on Schedule 3.7, since the Balance Sheet Date, there has not been any accrual of liability or incurrence of an obligation by the Company or any of their Subsidiaries to any Seller or any of its Affiliates or between any Company or any of their Subsidiaries and any Seller or any of its Affiliates or any action taken (other than this Agreement) or any payment of dividends or other payments of cash or property by any Company or any of their Subsidiaries to any Seller or any of its Affiliates, or the incurrence of any legal or financial obligation to any such Person.

### III.8 Tax Matters
#### III.8.1 Except as disclosed on Schedule 3.8:
(a) All material Tax Returns required to be filed by the Company and their Subsidiaries have been duly and timely filed. The Company and their Subsidiaries have paid all Taxes due (whether or not shown as due and owing on such Tax Returns) as of the Closing. Neither the Company nor any of their Subsidiaries are currently the beneficiary of any extension of time within which to file any Tax Return.
(b) The reserve for Tax liability set forth on the Balance Sheet has been prepared in accordance with GAAP and in accordance with the past custom and practice of the Company and their Subsidiaries.
(c) There are no Tax claims, audits or proceedings pending or, to the knowledge of the Company, threatened against the Company or any of their Subsidiaries. There are no rulings, subpoenas or requests for information pending with respect to the Company or any of their Subsidiaries with any Governmental Authority. There are not currently in force any waivers or agreements binding upon the Company or any of their Subsidiaries for the extension of time for the assessment or payment of any Tax.
(d) The Company and their Subsidiaries have properly withheld and/or paid all Taxes required to have been withheld and/or paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, each Person providing services to the Company has been properly classified as an employee or independent contractor, as the case may be, for all Tax purposes and with respect to all Plans.
(e) True and correct copies of all federal, state and material local income Tax Returns filed by the Company and their Subsidiaries for all periods ending after [______], have been heretofore provided to the Purchaser. All material elections with respect to Taxes affecting the Company or any of their Subsidiaries have been disclosed or attached to the Tax Returns of the Company and each such Subsidiary.
(f) Neither the Company nor any of their Subsidiaries is a party to or bound by any Tax allocation or Tax Sharing Agreement with any other Person and has no contractual obligation to indemnify any other Person with respect to Taxes. Neither the Company nor any of their Subsidiaries have incurred any liability for the Taxes of any Person under Treas. Reg § 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwise.
(g) Neither the Company nor any of their Subsidiaries have ever been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code.
(h) Neither the Company nor any of their Subsidiaries is a party to any joint venture, partnership or other arrangement or contract which could be treated as a partnership for federal income tax purposes.
(i) There are no Liens for Taxes upon any of the assets of any Company or any of their Subsidiaries, other than Permitted Liens.
(j) Neither the Company nor any of their Subsidiwill be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date, (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date, or (v) prepaid amount received on or prior to the Closing Date.
(k) Neither the Company nor any of their Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.
(l) Neither the Company nor any of their Subsidiaries has engaged in any "reportable transaction" within the meaning of Treasury Regulation Section 1.6011-4(b).
(m) Neither the Company nor any of their Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.
(n) Neither the Company nor any of their Subsidiaries has any liability for unpaid Taxes of any Person (other than the Company and their Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.
(o) Each of the Company and each of its Subsidiaries have disclosed on its federal income Tax Returns all material positions taken therein that would otherwise be reasonably likely to give rise to a substantial understatement of federal income Tax within the meaning of Code Section 6662.
(p) Neither the Company nor any of their Subsidiaries have, or has had, a permanent establishment, as defined in any applicable Tax treaty or convention, in any country other than the United States.
(q) Neither the Company nor any of its Subsidiaries will be required to reduce any Tax Attribute by reason of the application of Treas. Reg. §1.1502-36 to the transactions contemplated by this Agreement. "Tax Attribute" shall mean any item of basis of property, any item of loss (including a net operating loss carryover), any item of credit and any other Tax item that would otherwise be taken into account in a Tax period ending after the Closing Date.

#### III.8.2
Schedule 3.8.2 contains a list of all jurisdictions (whether foreign or domestic) to which any Tax imposed on overall net income is properly payable by any of the Company or any of their Subsidiaries or will be properly payable by any of the Company or any of their Subsidiaries as of the Closing Date. No claim has been made by a Taxing authority in a jurisdiction where neither the Company nor any of their Subsidiaries file a Tax Return that it is or may be subject to Tax by that jurisdiction.

### III.9 Absence of Certain Changes
Except as disclosed on Schedule 3.9 or as contemplated by this Agreement, since the Balance Sheet Date, the Company and their Subsidiaries have conducted their respective businesses in the Ordinary Course and neither the Company nor their Subsidiaries have:
(a) amended or modified its governing or Organizational Documents;
(b) outside the Ordinary Course, changed any salaries or other compensation of, or paid any bonuses to, any director, manager, officer, or employee of such Company or such Subsidiary, as applicable, or entered into any employment, severance, or similar agreement with any director, manager, officer, or employee of such Company or such Subsidiary;
(c) adopted, amended or increased any benefits under any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other Plan or policy;
(d) outside the Ordinary Course, entered into, modified, amended, extended or terminated, or waived, released, or assigned any rights or claims under, any Material Contract or materially changed any business practice;
(e) incurred, assumed, or guaranteed any Indebtedness;
(f) granted any Lien other than a Permitted Lien;
(g) issued or sold any Company Securities or Subsidiary Securities, as applicable, or made any other changes in the Company' or any of their Subsidiaries' capital structures;
(h) set aside or paid any distribution with respect to any Company Securities or any of the Subsidiary Securities, repurchased, redeemed, or otherwise acquired directly or indirectly, any outstanding Company Securities or Subsidiary Securities;
(i) made any material change in financial or Tax accounting methods or practices, except as required by an applicable Law or GAAP, or made, changed, revoked or modified any material Tax election, or changed its fiscal or Tax year;
(j) directly or indirectly sold, leased, licensed, abandoned, mortgaged or otherwise encumbered or subjected to any Lien (other than a Permitted Lien) or otherwise disposed in whole or in part any of its material properties, assets or rights or any interest therein, except in the Ordinary Course;
(k) entered into or amended the terms of any lease of real property;
(l) (i) wrote-off as uncollectible any notes or Accounts Receivable except write-offs in the Ordinary Course charged to reserves (ii) wrote-off, wrote-up, or wrote-down any other material asset of the Company or their Subsidiaries, or (iii) altered the customary time periods for collection of Accounts Receivable or payments of accounts payable;
(m) paid, discharged, settled, or satisfied any claims, liabilities, or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) or any action for Damages, in each case in excess of [$25,000] individually or [$50,000] in the aggregate, or commenced any lawsuit for Damages in excess of [$25,000] individually or [$50,000] in the aggregate, other than the payment, discharge, or satisfaction of (i) liabilities reflected or reserved against on the Balance Sheet, (ii) liabilities incurred or paid since the Balance Sheet Date in the Ordinary Course, or (iii) payment of Indebtedness in accordance with Section 6.1;
(n) entered into any compromise or settlement of, or took any other action with respect to, any litigation, action, suit, claim, proceeding, or investigation;
(o) made any loan, advance, or capital contributions to or investment in any Person;
(p) incurred or committed to incur any capital expenditure or authorization or commitment with respect thereto that in the aggregate exceeds [$25,000];
(q) entered into any new line of business outside of its existing lines of business;
(r) terminated or closed any material facility, line of business, or operation;
(s) caused or suffered any material damage, destruction, or other casualty loss (whether or not covered by insurance) affecting any Company or its assets;
(t) suffered any adverse change in its business, operations, or financial condition or become aware of any event which may result in any such adverse change;
(u) waived, canceled, sold, leased, licensed or otherwise disposed of, for less than the face amount thereof, any claim or right it has against others;
(v) granted or paid any severance or termination pay to any former officer, director, manager, or employee;
(w) directly or indirectly acquired or agreed to acquire (i) by merging or consolidating with, purchasing a substantial equity interest in or a substantial portion of the assets of, making an investment in or loan or capital contribution to or in any other manner, any corporation, partnership, association or other business organization or division thereof or (ii) any assets that are otherwise material to either the Company or any of their Subsidiaries;
(x) created any Subsidiary;
(y) adopted or entered into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; or
(z) committed, agreed to, or contracted to do any of the foregoing.

### III.10 Contracts
#### III.10.1
Except (i) for this Agreement and the Ancillary Agreements, (ii) as disclosed on Schedule 3.10.1, and (iii) for any oral agreements that were entered into in the Ordinary Course in connection with the employment of the Company’ or their Subsidiaries’ employees and contractors (which employees and contractors, and their annual or other compensation, are disclosed on Schedule 3.20.2 and which oral agreements are terminable by the Company at will without the payment of any severance, penalty or other amount), neither the Company nor any of their Subsidiaries is a party to or bound by any of the following agreements (whether written or oral):
(a) any partnership, joint venture, or other similar Contract or arrangement, or any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets, or otherwise);
(b) any Contract relating to Indebtedness (in any case, whether incurred, assumed, guaranteed, or secured by any asset) or any Contract, indenture, or other instrument that contains restrictions with respect to payment of any distribution in respect of the equity interests of the Company or any of their Subsidiaries;
(c) any Contract that limits any of the Company or any of their Subsidiaries from marketing, selling, or otherwise distributing their products or merchandise or providing their services in any geographic area, or from competing in any line of business or geographic area or with any Person;
(d) any Contract or arrangement with (i) any Seller or any of its Affiliates, (ii) any Person directly or indirectly owning, controlling, or holding with power to vote, five percent (5%) or more of the outstanding voting securities of any Seller’s Affiliates, (iii) any Person five percent (5%) or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by any Seller or any of its Affiliates or (iv) any director, manager or officer of the Company or its Subsidiaries or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such director, manager or officer;
(e) any management service, consulting, or any other similar type of Contract;
(f) any warranty, guaranty, or other similar undertaking with respect to a contractual performance extended by the Company or any of their Subsidiaries other than in the Ordinary Course;
(g) any employment, deferred compensation, severance, bonus, retirement, or other similar Contract or plan;
(h) any Contract involving payments by or to the Company or any of their Subsidiaries of more than [$50,000] in any twelve-month period;
(i) any Contract with any agency, dealer, sales representative, or distributor for the marketing, selling and distribution of either the Company' or any of their Subsidiaries' products and services;
(j) any material license or similar Contract;
(k) any Contract, the termination of which or the failure of which to be renewed, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) any leases of Company Real Property or material personal property;
(m) any Contract with any labor organization;
(n) any Contract or commitment providing for payments based in any manner upon the sales, purchases, receipts, income or profits of such Company or any of the Subsidiaries;
(o) any Contract that would prevent consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, compliance by the Sellers with the terms, conditions, and provisions of this Agreement and the Ancillary Agreements (to which such Seller is or will be a party), or the continued operation of the Business after the date of this Agreement or the Closing Date on substantially the same basis as historically operated;
(p) any Government Contract with a value in excess of $10,000 in any twelve-month period;
(q) any Contract pursuant to which the Company or any of their Subsidiaries (i) is granted or obtains or agrees to obtain any right to use any material Intellectual Property Right (other than standard form Contracts granting rights to use readily available shrink wrap or click wrap software), (ii) is restricted in its right to use or register any Intellectual Property Rights, or (iii) permits or agrees to permit any other Person to use, enforce, or register any Company owned, used, or held, Intellectual Property Rights, including any license agreements, coexistence agreements, and covenants not to sue related to such Intellectual Property Rights; or
(r) any other Contract not made in the Ordinary Course.

#### III.10.2 Each Contract disclosed on Schedule 3.10.1 or any other schedule to this Agreement or required to be so disclosed (each a "Material Contract") is a valid and binding Contract of the Company or the Subsidiary that is a party thereto and is in full force and effect, and neither the Company nor such Subsidiary, or any of their Affiliates nor any other party thereto, is in default or breach under the terms of any such Material Contract. There is no event, occurrence, condition, or act (including the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements) that, with the giving of notice or the passage of time, could become a default or event of default under any such Material Contract by any of the parties thereto. The Company have delivered to the Purchaser true and complete copies of each written Material Contract and true and complete summaries of all oral Material Contracts (other than any oral Contracts that (i) were entered into in the Ordinary Course in connection with the employment of the Company' employees, which employees (including their annual compensation) are disclosed on Schedule 3.20.2 and which oral Contracts are disclosed on Schedule 3.20.2) and (ii) are terminable by the Company or such Subsidiary, as applicable, party thereto at will without the payment of any severance, penalty or other amount).

#### III.10.3 Since [________], neither any Company, nor any Subsidiary of any Company, has received any notice (a) alleging breach of any Contract, (b) terminating or threatening to terminate any Contract or (c) of intent not to renew a Contract.

### III.11 Insurance Coverage
Schedule 3.11 sets forth a list of all insurance policies and fidelity bonds covering the assets, business, operations, employees, officers, directors and managers, as applicable, of the Company and their Subsidiaries (collectively, the “**Policies**”). Schedule 3.11 also sets forth a list and description of all claims made by the Company or any of their Subsidiaries under the Policies (or any other insurance policies which were in effect) within the past three (3) years. With respect to each Policy, the Company have delivered to the Purchaser a true and complete copy of each such Policy (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Policy. All Policies are in full force and effect and there is no claim by any Company or any of their Subsidiaries pending under any of such Policies as to which coverage has been questioned, denied, or disputed by the issuers or underwriters thereof. The Policies are sufficient for compliance with all requirements of Law and of all Contracts. The Policies have not been exhausted and are not impaired. None of the insurers of any Company or any of their Subsidiaries have issued a reservation of rights letter in the defense of claims. All premiums due and payable under the Policies have been paid, and neither the Company, nor any Subsidiary of any Company, has any liability due for any retrospective premium adjustment, audit premium adjustment, experience-based liability or loss sharing cost adjustment under any of the Policies. There have been no gaps in the Company' or any of their Subsidiaries' insurance coverage. The Company and their Subsidiaries have complied in all material respects with the terms and conditions of all of the Policies. Following the Closing the Policies will insure the Company, its Subsidiaries and their Plans, assets, business, operations, employees, officers and directors, as applicable, to the same extent as they insured the Company, its Subsidiaries and their Plans, assets, business, operations, employees, officers and directors as applicable, prior to the Closing. The Policies have been and are of the type and in amounts adequate to insure fully against the risks to which the Company and their properties and assets are normally exposed in the operation of its businesses. There is no threatened termination of, or premium increase with respect to, any of the Policies, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not result in any termination of, or premium increase with respect to, any of the Policies or any inability to assess claims that were incurred prior to Closing under any of the Policies. Since the last renewal date of any Policy, there has not been any material adverse change in the relationship of any Company and their Subsidiaries on the one hand, and its insurers, on the other hand, on the premiums payable pursuant to such Policies. All of the Company' issuers are solvent and are rated A- or better by A.M. Best.

### III.12 Litigation
Except as disclosed on Schedule 3.12, there is no action, suit, investigation, arbitration, or administrative or other proceeding pending or threatened against or affecting any Company or any of their Subsidiaries, or any of their respective properties or assets, and no event has occurred or circumstance exists that may give rise to or serve as a basis for any of the foregoing. The Company have delivered to the Purchaser true, correct and complete copies of all pleadings, correspondence and other documents relating to any such action, suit, investigation, arbitration, or administrative or other proceeding.

### III.13 Compliance with Laws, Permits
#### III.13.1 Except as disclosed on Schedule 3.13.1 neither any Company nor any of their Subsidiaries, is or has been in violation of any applicable Law or Order, nor does any Company have Knowledge of the issuance or proposed issuance of, any notice by any Governmental Authority of any violation or any alleged violation of any Law or Order.

#### III.13.2 Schedule 3.13.2 sets forth a list of each Permit held by the Company or any of their Subsidiaries, or issued and held in respect of the Company or such Subsidiaries, as applicable, or required to be so issued and held to carry on the business of the Company and such Subsidiaries as currently conducted. Except as disclosed on Schedule 3.13.2, each Permit disclosed on Schedule 3.13.2 is held by the Company or one of their Subsidiaries, as applicable, and is valid and in full force and effect and will not be terminated or impaired (or become terminable or impaired) as a result of the transactions contemplated by this Agreement or any Ancillary Agreement. Neither the Company nor any of their Subsidiaries is in default under and no condition exists that with notice or lapse of time or both would constitute a default or violation under, any Permit held by the Company or any of their Subsidiaries

### III.14 Properties; Sufficiency of Assets
#### III.14.1 Neither the Company nor their Subsidiaries own or have owned any Company Real Property. Schedule 3.14.1 sets forth a list of all Company Real Property, including all real property leased or for which the Company or any of their Subsidiaries hold a possessory interest (the “Leased Real Property”). The Company own good and marketable title to the Company Real Property, free and clear of any Lien other than Permitted Liens. True and complete copies of (A) all deeds, existing title insurance policies and surveys of or pertaining to the Company Real Property and (B) all instruments, agreements and other documents evidencing, creating or constituting any Liens on Company Real Property have been made available to the Purchaser. All leases of Leased Real Property are valid, binding, and enforceable in accordance with their respective terms against the Company or the Subsidiary party thereto and against each other party thereto, and such Company or Subsidiary, as applicable, is a tenant or possessor in good standing thereunder and all rents currently due under such leases have been paid. There does not exist under any such lease any default or any event which with notice or lapse of time or both would constitute a default. The Company and their Subsidiaries, as applicable, are in peaceful and undisturbed possession of the space and/or estate under each lease of which they are a tenant and have good and valid rights of ingress and egress to and from all such Leased Real Property and to the public street systems for all usual street, road and utility purposes. No Seller or Affiliate of a Seller is a landlord under any lease relating to Leased Real Property. Neither any Company, nor any Subsidiary of any Company, nor any Seller has received any notice of any appropriation, condemnation, or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Real Property, and to the knowledge of the Company, no such proceeding has been threatened or commenced.

#### III.14.2 Schedule 3.14.2 sets forth a list of all personal property (including equipment) necessary for the conduct of the Business that is owned or leased by any Company or any of their Subsidiaries and indicates whether each item of personal property is owned or leased. The assets owned or leased by any Company or their Subsidiaries (including real, personal, tangible, and intangible property), or that each otherwise has or will have the right to use (including real, personal, tangible, and intangible property), constitute all of the assets held for use or used in connection with the Business and are sufficient to conduct the Business of the Company or their Subsidiaries as presently conducted or as proposed to be conducted. The Company and each Subsidiary has good and marketable title to all of its properties and assets, including those listed and described in Schedule 3.14.2, in each case, free and clear of all Liens except as specifically disclosed on Schedule 3.14.2 and except for Permitted Liens. Except pursuant to this Agreement, neither any Company nor any Subsidiary is a party to any contract or obligation whereby there has been granted to any Person an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets, properties or operations of such Company or Subsidiary. All machinery and equipment owned or leased by the Company or their Subsidiaries are in good operating condition and state of repair, subject only to ordinary wear and tear which is not such as to affect adversely the operation of the Business as presently conducted or proposed to be conducted. The Company Real Property (including, without limitation, all water, sewer, gas, electrical, HVAC systems and other utilities servicing the same) is in good repair and operating condition in all material respects in light of the age and use thereof, ordinary wear and tear excepted, and constitutes all real property, buildings and other improvements necessary for the Company to conduct the business as currently conducted. Except as disclosed on Schedule 3.14.2, to the Knowledge of the Company, no person or improvement is encroaching upon any of the Company Real Property, and none of the activities of the Company on the Company Real Property or any of the improvements thereon violate any restrictive covenants or easements or rights-of-way in favor of any other person.

### III.15 Accounts Receivable
The Accounts Receivable. The Accounts Receivable outstanding on the date hereof and, on the Accounts Receivable outstanding on the Closing Date will, represent sales actually made or services actually performed or to be performed in the Ordinary Course in bona fide, arms-length transactions completed in accordance with the terms and provisions contained in any documents relating thereto and in compliance with applicable Laws. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet. All Accounts Receivables have been fully collected or may be fully collected without resort to litigation and without offset or counterclaim, in the aggregate face amounts thereof (subject to any allowance for bad debt taken into account in the determination of Estimated Closing Date Working Capital). The Company’ reserves for Accounts Receivable have been and will be adequate and determined in accordance with its accounting principles. No claims of rights of setoff exist that would exceed such reserves. The Company have not factored or discounted, or agreed to factor or discount, any Accounts Receivable. Schedule 3.15 contains a complete and accurate list of all Accounts Receivable as of the Balance Sheet Date, which list sets forth the aging of such Accounts Receivable. The Company have complete and correct copies of all instruments, documents and agreements evidencing all of its Accounts Receivable and of all instruments, documents or agreements creating security therefor, if any.

### III.16 Inventories
All items included in the Inventories consist of a quality and quantity usable and, with respect to finished goods, saleable, in the Ordinary Course except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Balance Sheet or on the accounting records of the Company as of the Closing Date, as the case may be. Neither the Company nor any of their Subsidiaries is in possession of any inventory not owned by the Company or any of their Subsidiaries, as applicable, including goods already sold, except that from time to time it will store and hold inventory sold to customers until such time as such customers are ready for delivery of such inventory.

### III.17 Intellectual Property
#### III.17.1 Schedule 3.17.1(a) sets forth a complete and correct list of all of the Company' and its Subsidiaries' (i) issued patents and patent applications, (ii) domain names and registered trademarks and applications therefor, (iii) registered copyrights and applications therefor and (iv) rights in material software and all documentation, including user manuals and training material, related thereto, which is owned by the Company or any of their Subsidiaries in any jurisdiction in the world (the "Company Owned Intellectual Property"). Schedule 3.17.1(b) sets forth all material licenses (other than shrink-wrap licenses), sublicenses, and other similar agreements, including any ongoing software or website maintenance agreements, as to which the Company or any of their Subsidiaries is a party, including the identity of all parties thereto other than licenses and shrink wrap licenses for commercial off-the-shelf software products (the "Company Licensed Intellectual Property").

#### III.17.2 The Company or their Subsidiaries own or have valid and legally enforceable right to use, free and clear of any Liens (other than Permitted Liens), all Intellectual Property Rights necessary to conduct the business of the Company as currently conducted or as proposed to be conducted without any conflict with or infringement or misappropriation of any rights or property of third parties.

#### III.17.3 There is no unauthorized use, disclosure, infringement, or misappropriation of, or other violation of any kind by any person of or in infringement or misappropriation from any third party upon, the Intellectual Property Rights or other proprietary rights of the Company and their Subsidiaries or any third party.

#### III.17.4 Except as disclosed on Schedule 3.17.4:
(a) neither the Company' nor any of its Subsidiaries' use of any Intellectual Property Rights nor the conduct of their respective Business as currently conducted or as conducted in the past, infringes any intellectual property rights or other proprietary rights of any other Person;
(b) no Person is infringing on misappropriating, or using on an unauthorized basis, and the Company have no knowledge of any facts, circumstances or conditions that a reasonable person would conclude provide a valid basis for any such claim that any Person is infringing on misappropriating, or using on an unauthorized basis, any Intellectual Property Rights owned, used or held for use by the Company or any of their Subsidiaries or that any Person is considering or threatening such a claim;
(c) no Company Owned Intellectual Property Right is subject to any outstanding Order, stipulation, or agreement restricting the use thereof by the Company or any of their Subsidiaries restricting the licensing thereof by the Company or any of their Subsidiaries to any Person;
(d) neither the Company nor any of their Subsidiaries has entered into any agreement to indemnify any other Person against any charge of infringement of any Intellectual Property Right;
(e) all developers, creators, inventors, and authors of Intellectual Property Rights owned, used or held for use by the Company or any of their Subsidiaries (other than the Company Licensed Intellectual Property), who were not employees of the Company or any of their Subsidiaries, as applicable, at the time of the development, creation, invention, or authorship of such Intellectual Property Rights have assigned in writing all of their rights, title, and interest to such Intellectual Property Rights to the Company or their Subsidiaries, as applicable;
(f) any Company Owned Intellectual Property Rights developed, created, invented, or authored by individuals who were employed by the Company or its Subsidiaries, as applicable, at the time of such development, creation, invention, or authorship is the sole property of the Company or their Subsidiaries, and no such employee has any rights, title, or interest in such Intellectual Property Rights. All employees of the Company and their Subsidiaries have executed and delivered to the Company an agreement (i) transferring to the Company or their Subsidiaries as appropriate, any Intellectual Property Rights developed, created, invented, or authored by such employee or (ii) prohibiting disclosure of the Company' or their Subsidiaries' confidential and proprietary information including non-public information regarding Intellectual Property Rights owned, used or held for use by the Company or their Subsidiaries;
(g) in connection with the use of the Intellectual Property Rights by the Company or any of their Subsidiaries, neither such Company, nor any of their Subsidiaries, owes to any other Person any fee, royalty, or other payment as a result of the use of such Intellectual Property Rights;
(h) neither the Company, nor any of their Subsidiaries, has entered into any license or other Contract pursuant to which such Company or any of their Subsidiaries have granted to any other Person the right to use any Intellectual Property Rights;
(i) neither the Company nor any of their Subsidiaries, has entered into or will not be necessary to use, (i) any inventions or other intellectual property rights of any of its past or present employees or contractors made prior to or outside the scope of their employment by such Company or any of their Subsidiaries or (ii) any confidential information or trade secrets of any former employer of any such person;
(j) there are no actions that must be taken by any Company or any of their Subsidiaries within sixty (60) days following the Closing Date that, if not taken, would result in the loss of any Intellectual Property Rights, including the payment of any registration, maintenance, or renewal fees or the filing of any responses to U.S. Patent and Trademark Office actions, documents, applications, or certificates for the purposes of obtaining, maintaining, perfecting, or preserving or renewing any Intellectual Property Rights;
(k) the Company and their Subsidiaries have taken necessary, appropriate or commercially reasonable steps to protect and preserve the confidentiality of all of its material Intellectual Property Rights and confidential and proprietary information that is not otherwise disclosed in published patents or patent applications or registered copyrights; and the Company and their Subsidiaries have not failed to comply to any material extent with any privacy policies applicable to their website; and
(l) neither any Company, nor any of their Subsidiaries, has failed to comply to any material extent with any privacy policies applicable to any of such Company’s or their Subsidiaries’ respective websites.

### III.18 Environmental Matters
#### III.18.1 Except as disclosed on Schedule 3.18.1:
(a) Constituents of Concern have not been generated, recycled, used, treated, or stored on, transported to or from, or released or disposed on, the Company Real Property or any property adjoining or adjacent to the Company Real Property except in a manner which would not result in any liability under any Environmental Laws and in compliance with Environmental Laws;
(b) the Company and their Subsidiaries are in compliance in all respects with all applicable Environmental Laws and hold and are in compliance with all Environmental Permits, all of which Environmental Permits have been provided to the Purchaser prior to the date hereof and are listed on [Schedule 3.18.1(b)](Schedule 3.18.1(b));
(c) there are no pending or threatened Environmental Claims against any Company or any of their Subsidiaries or any Company Real Property or Leased Real Property;
(d) there are no facts, circumstances, conditions, or occurrences regarding the Company’s or any of their Subsidiaries’ past or present business or operations or on any Company Real Property or Leased Real Property that will or would reasonably be expected to (i) form the basis of an Environmental Claim against any Company, any Subsidiary of any Company or any of the Company Real Property or Leased Real Property or assets or (ii) cause any such current Company Real Property or Leased Real Property or assets to be subject to any restrictions on its ownership, occupancy, use, or transferability under any Environmental Law;
(e) there are no underground storage tanks or sumps (i) landfills, (iii) surface impoundments, (iv) other units for the treatment, storage or disposal of Constituents of Concern; (v) asbestos or (v) polychlorinated biphenyls at, on, in or under any Real Property or Leased Real Property;
(f) neither the Company, nor any of their Subsidiaries or the Company Real Property is listed or proposed for listing on the National Priorities List under CERCLA or on any similar federal, state, or foreign list of sites requiring investigation or clean-up, nor has any Company or any of their Subsidiaries received any notice as a potentially responsible party under Environmental Law;
(g) there are no Environmental Permits that are nontransferable or require consent, notification, or other action to remain in full force and effect following the consummation of the transactions contemplated hereby; and
(h) no Company has any liability or obligation, or has entered into an agreement or consent order assuming any liability or obligation, under any Environmental Law (including any obligation to remediate any Environmental Condition whether caused by the Company or any other Person).

#### III.18.2
The Company have delivered to the Purchaser true, correct and complete copies of all environmental investigations, studies, audits, tests, reviews, or other analyses by or on behalf of any Company or that are available to the Company each of which are listed on [Schedule 3.18.2](Schedule 3.18.2).

### III.19 Plans and Material Documents
#### III.19.1 [Schedule 3.19.1](Schedule 3.19.1) sets forth a list of all employee benefit plans (as defined in Section 3(3) of ERISA), and all other compensation or benefit plans, programs, arrangements, contracts, or schemes, written or oral, statutory or contractual, with respect to which any Company, or any ERISA Affiliate of any Company, has any obligation or liability to contribute or that are maintained, contributed to or sponsored by any Company or any such ERISA Affiliate for the benefit of any current or former employee, officer or director of any Company or any such ERISA Affiliate (collectively, the “Plans”) during the six year period immediately preceding the Closing. With respect to each Plan, the Company have delivered to the Purchaser a true and complete copy of each such Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Plan including, and to the extent applicable, (a) a copy of each trust or other funding arrangement, (b) each summary plan description and summary of material modifications, (c) the three most recently filed IRS Forms 5500 (including all schedules) and (d) the most recent determination letter referred to in Section 3.19.4. Neither the Company, nor any ERISA Affiliate of any Company, has made any express or implied commitment, whether legally enforceable or not, to create, incur liability with respect to or cause to exist any employee benefit plan, program, arrangement, contract, or scheme or to modify any Plan, other than as required by Law.

#### III.19.2 None of the Plans (a) is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, (b) is a “multiemployer plan” as defined in Section 3(37) of ERISA, (c) is a plan maintained in connection with a trust described in Section 501(c)(9) of the Code, (d) provides for the payment of separation, severance, termination, or similar-type benefits to any Person or (e) is subject to Section 409A of the Code, or (f) provides for or promises retiree medical or life insurance benefits to any current or former employee, officer, director, manager, member, shareholder or partner, as applicable, of any Company, or any ERISA Affiliate of any Company except as required by Law. Each of the Plans is subject only to the federal or state Laws of the United States or a political subdivision thereof.

#### III.19.3 Each Plan is in compliance in all material respects with its terms and the requirements of all applicable Laws. The Company and each ERISA Affiliate of any Company has performed in all material respects all of its statutory, regulatory, and contractual obligations with respect to each such Plan. No action, suit, claim, or proceeding is pending or, to the knowledge of the Company, threatened with respect to any Plan (other than routine claims for benefits in the Ordinary Course) and no fact or event exists that could give rise to any such action, suit, or claim.

#### III.19.4 Each Plan or related trust that is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code is so qualified and has either received a favorable determination, advisory, or opinion letter from the IRS that it is so qualified or exempt or is established on a pre-approved form of plan document that has received a favorable opinion letter from the IRS that such form of plan document is so qualified or exempt, and nothing has occurred since the date of such determination, advisory, or opinion letter that would reasonably be expected to adversely affect the qualified or exempt status of any Plan or related trust.

#### III.19.5 There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan. Neither any Company, nor any ERISA Affiliate of any Company, has incurred any liability for any material excise tax arising under the Code with respect to a Plan and no fact or event exists that could give rise to such liability. Neither any Company, nor any ERISA Affiliate of the Company, has incurred any liability relating to Title IV of ERISA (other than for the payment of premiums to the Pension Benefit Guaranty Corporation), and no fact or event exists that could give rise to any such liability.

#### III.19.6 All contributions, premiums, or payments required to be made with respect to each Plan have been made on or before their due dates and within the applicable time required by the Plan and applicable Law. All such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority, and no fact or event exists which could give rise to any such challenge or disallowance.

#### III.19.7 There has been no amendment to, interpretation of, or announcement (whether or not written) by any Company, any Subsidiary of the Company or any ERISA Affiliate of any Company or any of their Subsidiaries relating to, or change in employee participation or coverage under, any Plan, singly or in the aggregate, that would increase the expense of maintaining such Plan above the level of the expense incurred with respect thereto for the most recent fiscal year ended prior to the date of this Agreement. Each Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Company, any Subsidiary of the Company or any ERISA Affiliate of the Company or any Subsidiary of the Company (other than ordinary administration expenses or with respect to benefits previously earned, vested or accrued thereunder).

#### III.19.8 No employee or former employee of any Company or any Subsidiary of any Company, or any ERISA Affiliate of any Company or any Subsidiary of any Company, is, or will become, entitled to any bonus, retirement, severance, job security, or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement or any of the Ancillary Agreements. The consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements will not result in any modification to the service credits accrued by any employee or former employee under any of the Plans. No payment, deemed payment, or any other benefit under any Plan or other compensatory arrangement could be nondeductible pursuant to Section 280G of the Code or result in an excise tax under Section 4999 of the Code.

#### III.19.9 Except as provided on Schedule 3.19.9, neither any Company nor any Subsidiary of the Company is party to any Contract or arrangement that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code. Each such nonqualified deferred compensation plan, if any, is in compliance with Section 409A of the Code and the United States Treasury Regulations and IRS guidance thereunder.

#### III.19.10 Neither the Company nor any Subsidiary thereof has had, within the six (6) years preceding the date of this Agreement, any ERISA Affiliates other than the Company and their current Subsidiaries.

### III.20 Interests in Counterparties and Others.
Except as disclosed on Schedule 3.20, no Seller and no other officer or director of any Company or any of their Subsidiaries or any of their respective Affiliates possesses, directly or indirectly, any ownership or pecuniary interest in, or is a trustee, director, manager, officer, Affiliate, or employee of, any Person that is a seller to, or supplier, lessor, lessee, licensor, or competitor of any Company, including any counterparty to any Material Contract. No Seller officer, director or manager of any Company or any of their Subsidiaries or any of their respective Affiliates has directly or indirectly offered or solicited any significant payment or other benefit that any Company or any of their Subsidiaries considers or reasonably should consider to be improper in order to promote sales or help, procure, or maintain good relations with any seller to, or supplier, lessor, lessee, licensor, competitor, or potential competitor of such Company or any of their Subsidiaries, including any counterparty to any Material Contract. Neither any Company, nor any Subsidiary of any Company, has transferred any of its respective assets or properties to, or bought any assets or properties from, any Seller or Affiliate of a Seller, except for compensation, dividends, usual and customary benefits, perquisites, and reimbursements of business expenses in the Ordinary Course. Ownership of five percent (5%) or less of any class of securities of a Person whose securities are registered under the Exchange Act will not be deemed to be an ownership interest for purposes of this Section 3.20.

### III.21 Relationships; Employee Compensation
#### III.21.1 The relationships of the Company and their Subsidiaries with their respective lessors, suppliers, customers, vendors, and employees are good commercial working relationships. Except as disclosed on [Schedule 3.21.1](#), none of the Company, nor any of their Subsidiaries', lessors, suppliers, or vendors has canceled, terminated, or otherwise materially altered or notified any Company or any of their Subsidiaries, as applicable, of any intention or otherwise threatened to cancel, terminate, or materially alter its relationship with such Company or such Subsidiary effective prior to, as of, or within one year after, the Closing. There has not been, and the Company and their Subsidiaries have no reason to believe that there will be, any change in relations with lessors, suppliers or vendors of any Company or any Subsidiary of any Company, as applicable, as a result of the transactions contemplated by this Agreement or the Ancillary Agreements. Neither the Company, nor any of their Subsidiaries, nor any Seller has been notified by any employee or independent contractor of any Company or any Subsidiary of any Company that such employee or contractor intends to terminate his or her employment or engagement with such Company or such Subsidiary, as applicable, as a result of the transactions contemplated by this Agreement.

#### III.21.2 [Schedule 3.21.2](#) lists all employees of the Company and their Subsidiaries and each such employee’s annual salary and bonus.

#### III.21.3 Except for the employment agreements specifically set forth on [Schedule 3.21.3](#), no Seller, officer or director of any Company or any of their Subsidiaries, and no employee and no director or manager of any Company or any of their Subsidiaries is a party to, or is otherwise bound by, any Contract, including any confidentiality, non-competition, or proprietary rights Contract, between such employee, shareholder, officer or director or manager and any other Person that in any way adversely affects or will affect (a) the performance of his or her duties as an employee, Seller, officer or director, or manager of the Company or any director or Subsidiaries, (b) the ability of the Company or any of their Subsidiaries to conduct their respective businesses consistent with past practice or (c) the ability of the Company or any of their Subsidiaries to conduct their respective businesses after the Closing in a manner consistent with the conduct of such businesses by the Company or any of their Subsidiaries prior to the Closing.

#### III.21.4 [Schedule 3.21.4](#) lists all employees of the Company and their Subsidiaries who are disabled or hospitalized as a result of circumstances relating to their employment.

### III.22 Other Employment Matters
#### III.22.1 Except as disclosed on [Schedule 3.22](#), (a) the Company and their Subsidiaries are in material compliance with all Laws and other obligations respecting employment and employment practices and terms and conditions of employment, including all minimum wage and overtime Laws and wage payment Laws, employee notification, leave, affirmative action, child labor, immigration, employment discrimination, disability rights or benefits Laws, have not received any notice of an investigation, charge, citation, penalty, or assessment from any Governmental Authority with respect to such labor and employment Laws, and have not, and are not, engaged in any unfair labor practice, (b) no unfair labor practice charge or complaint or labor arbitration proceeding pending against any Company or any of their Subsidiaries, (c) during the past five (5) years there have been no and there currently are no labor strike(s), dispute(s), slowdown(s), or work stoppage(s) pending or threatened against or involving the Company or any of their Subsidiaries, (d) neither the Company, nor any Subsidiary of any Company, is a party to any collective bargaining agreement and no collective bargaining agreement or other contract, agreement, arrangement or understanding with a labor union or labor union organization and no collective bargaining agreement or other contract, agreement, arrangement or understanding with a labor union or labor union organization is currently being negotiated by any Company or any of their Subsidiaries, (e) neither any Company, nor any Subsidiary of the Company, has breached a collective bargaining agreement, (f) no representation question exists respecting employees of the Company or any of their Subsidiaries and (g) no claim regarding or on behalf of any employee(s) of any Company or any of their Subsidiaries or related to any employment practice of any Company or any of their Subsidiaries have been asserted and is currently pending or threatened, against the Company or any of their Subsidiaries.

#### III.22.2 All employees, agents, and contractors of the Company and their Subsidiaries are legally authorized to work in the United States either because of their status as United States citizens, legal permanent residents, or by virtue of possessing a visa under Law relating to immigration control which visa allows for such employee to work in the United States. None of the Company, their Subsidiaries, the Sellers or their respective Affiliates has hired, recruited or referred for a fee a Person who is not legally authorized to be employed in the United States, or knowingly employed a Person that is not legally authorized to be employed in the United States or continued to employ a Person knowing the Person ceased to be legally authorized to be employed in the United States. The Company and each Subsidiary of the Company has properly completed all reporting and verification requirements pursuant to Law relating to immigration control for all of its employees, agents and contractors including the Form I-9. The Company and each Subsidiary of the Company has retained for each current employee the Form I-9 throughout such employee’s period of employment with such Company or such Subsidiary and has retained a Form I-9 for each former employee of such Company or such Subsidiary for a period of one (1) year from the date of termination of such employee or three (3) years from the date of hire, whichever is later. Neither any Company nor any Subsidiary of any Company has received any notice from any Governmental Authority that either such Company or such Subsidiary is in violation of any Law pertaining to immigration control or that any current, former employee, agent or contractor of either such Company or such Subsidiary is or was not legally authorized to be employed in the United States or is or was using an invalid social security number and there are no pending or, to the Company’s knowledge, threatened, charge or complaint under the Immigration Reform and Control Act of 1986 against the Company or the Subsidiaries of the Company.

### III.23 Workers’ Compensation/OSHA.
#### III.23.1 The Company have