[Schedule 3.21(c)] sets forth a true and complete list of the top 20 Third-Party Agents of the Group Companies based on aggregate dollar amount of production for the twelve (12) month period ending December 31, 2017 (collectively, the “Top Producers”). No Top Producer has # materially reduced the amount of business it transacts with the Group Companies or # given notice to any Group Company in writing that it intends to materially reduce the amount of business it transacts with the Group Companies.

This option will become exercisable (“vest”) in accordance with the vesting schedule set forth in the Notice of Grant.

[Schedule 1.1(a)] of the Existing Credit Agreement is hereby amended to add the following clause at the beginning of the parenthetical in [section (a)(ii)]:

The Company shall pay the Total Amount Payable of S$255,000 […​…]in accordance with the following schedule of payment:

Vesting Schedule. Except as provided in [Section 5], and subject to [Section 6], the Shares subject to this Award will vest in accordance with the vesting provisions set forth in the Notice of Grant of Restricted Stock Award and Exhibit A. Shares subject to this Award scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in accordance with any of the provisions of this RSA Agreement and Exhibit A, unless Participant has continuously satisfied the Service Condition from the Grant Date until the date such vesting occurs.

[Schedule 5.4] contains (except as noted therein) complete and correct lists of: # the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, # the Company’s Affiliates, other than Subsidiaries, and # the Company’s directors and senior officers.

[Schedule 6.6(b)] sets forth a complete and accurate list of all real estate Leases under which Borrower or any of its Subsidiaries is the lessee on the Closing Date, showing as of such date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such Lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable Laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Vesting Schedule. The Restricted Stock will vest according to the following revenue thresholds:

[Schedule 4.9(b)] lists all of the real property owned by any Target Company (the “Owned Real Property”). No pending Proceedings or Orders exist against any Target Company or, to the Knowledge of the Sellers, any other Person, which would require any material repair, alteration or correction of any existing condition of any portion of any Owned Real Property. No Target Company has received any written notice from any Governmental Body that any of the improvements on the Owned Real Property or the use of the Owned Real Property by any Target Company violates any use or occupancy restrictions, any covenant of record or any zoning or building Legal Requirement (except that, notwithstanding the foregoing, all representations and warranties regarding compliance with Environmental Laws shall be governed solely by [Section 4.18], below). All of the Owned Real Property has access to a public road and to all utilities necessary for the operation of the Business as currently conducted. No Target Company is a lessor, sublessor or grantor under any lease, sublease, consent, license or other instrument granting to another Person any right to the possession, use, occupancy or enjoyment of the Owned Real Property. The Target Companies have not granted a fee mortgage with respect to any of the Owned Real Property.

[Schedule 4.11(a)] lists all of the following Owned Intellectual Property: # all United States and foreign issued design patents and utility patents and all pending applications therefor, # all registered Trademarks and Trademark applications, # all registered copyrights and pending copyright registration applications and all renewals and extensions, # all material unregistered Software, and # all domain name registrations, including # the jurisdictions in which each such item of Owned Intellectual Property has been issued or registered or in which any such application for issuance or registration has been filed, as applicable; # the registration or application date, as applicable, for each such item of Owned Intellectual Property; and # the record owner of each such item of Owned Intellectual Property. All of the issued, registered and applied-for Owned Intellectual Property listed on [Schedule 4.11(a)] is valid and enforceable and has been maintained effective by the filing of all necessary filings, maintenance and renewals and timely payment of requisite fees. No loss or expiration of any Owned Intellectual Property is threatened, pending or reasonably foreseeable, except for patents expiring at the end of their statutory terms (and not as a result of any act or omission by any of the Target Companies, including failure by any of the Target Companies to pay any required maintenance fees).