Employment Agreements. Prior to the Closing, BRPA shall enter into employment agreements with the Company executives listed on [Schedule 5.19] of the Company Schedules, in a form which is reasonably acceptable to the Company and such executives.

Employment Agreements. Key employees of ​ are listed on Schedule “E” herein, some of whom shall receive employment agreements from the Company with respect to their continued employment (the “Employment Agreements”). The Employment Agreements shall be consistent with such compensation and benefits as currently awarded by the Company to similarly situated personnel. Current management of ​ shall remain in place to oversee the technology department of the business of ​ following the Closing of the Acquisition, which shall include the current CTO of ​ and his direct staff; provided that no key employee of ​ will become an executive officer or director of the Company by entering into such Employment Agreements. The terms of such anticipated Employment Agreements will be circulated and agreed upon prior to the Closing, and shall specify that the foregoing key employees shall be eligible to participate in the Company’s Stock Ownership Plan (“SOP”) to provide such key employees with the opportunity to earn additional Common Stock in the Company, and the criteria of such awards shall be determined by the Company prior to the Closing.

Employment or Similar Agreements. The provisions of [Sections 1, 3, 5, 6, 7 and 14]4]4]4]4]4] of these Terms and Conditions shall not be applied to or interpreted in a manner which would decrease the rights held by, or the payments owing to, an Employee under an employment agreement, termination benefits agreement or similar agreement with the Company that pre-exists the Grant Date and contains specific provisions applying to Plan awards in the case of any change in control or similar event or termination of employment, and if there is any conflict between the terms of such employment agreement, termination benefits agreement or similar agreement and the terms of [Sections 1, 3, 5, 6, 7 and 14]4]4]4]4]4], the employment agreement, termination benefits agreement or similar agreement shall control.

Agreements. Entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Agreements. Except for Permitted Encumbrances, neither ​ nor any ​ Party is party to any agreement or instrument (including any Major Contract), or subject to any restriction, which could reasonably be expected to materially adversely affect ​ or the Property, or ​’s business, properties or assets, operations or condition, financial or otherwise. ​ has not entered into any Major Contract other than those disclosed to ​ in writing prior to the Closing Date. ​ has delivered to ​ true, correct and complete copies of all Major Contracts. Each of the Major Contracts is in full force and effect. Neither ​ nor any ​ Party, nor (to ​’s knowledge, any prior owner of the Property) is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Major Contract or any other agreement or instrument to which it is a party or by which ​ or the Property are bound. ​ has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which ​ is a party or by which ​ or the Property is otherwise bound, other than # obligations incurred in the ordinary course of the operation of the Property as permitted pursuant to [Section 5.1] hereof, and # obligations under the Loan Documents. The Loan Documents contain provisions that render the rights and remedies of ​ adequate for the practical realization against the Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure.

Agreements. Except for this Agreement, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party that involve # obligations (contingent or otherwise) of, or payments to, the Company in excess of ​, # the license of any Intellectual Property to or from the Company other than licenses with respect to commercially available software products under standard end-user object code license agreements or standard customer terms of service and privacy policies for Internet sites, # the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person, or that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or # indemnification by the Company with respect to infringements of proprietary rights other than standard customer or channel agreements (each, a “Material Agreement”). The Company is not in material breach of any Material Agreement. Each Material Agreement is in full force and effect and is enforceable by the Company in accordance with its respective terms, except as may be limited by # applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the enforcement of creditors’ rights generally, or # the effect of rules of law governing the availability of equitable remedies.

Upon the Effective Date, ​ shall pay NestBuilder ​ by delivering the proceeds in trust to RealBiz’s counsel in Federal Lawsuit One, ​ of ​;

Agreements. Except for this Agreement and the Escrow Agreement (as hereinafter defined), and except as set forth on [Exhibit C], there are no agreements, understandings, instruments, contracts or proposed transactions, or judgments, orders, writs or decrees, to which the Company is a party or by which it is bound. All contracts set forth on [Exhibit C] (the “Company Contracts”) are in writing and are valid and binding and enforceable against the Company and, to the Company’s knowledge, against the other parties thereto in accordance with their respective terms. The Company is not a guarantor or indemnitor of any indebtedness of any other person, party or entity. The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its equity securities.

Agreements. None of the Borrowers is a party to any agreement or instrument which is reasonably likely to adversely affect any Borrower or any Property, or any Borrower’s business, properties or assets, operations or condition, financial or otherwise. None of the Borrowers is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which any Borrower or any Property is bound. None of the Borrowers has any financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any Borrower is a party or by which any Borrower or any Property is otherwise bound, other than # any obligations incurred in the ordinary course of the operation of any Property as permitted pursuant to [clause (t)] of the definition of Special Purpose Entity and # the obligations under the Loan Documents.

Independent Agreements. The parties hereto agree that the foregoing restrictive covenants set forth herein are essential elements of this Agreement, and that, but for the agreement of Employee to comply with such covenants, Employer would not have agreed to enter into this Agreement. Such covenants by Employee shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Employee against Employer, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Employer of such covenants. Notwithstanding the foregoing, Employee’s

Agreements. Grants to Eligible Persons shall be evidenced by written Award Agreements in such form as the Committee shall from time to time determine (which Award Agreements need not be in the same form as any other Award Agreement evidencing Grants under the Plan and need not contain terms and conditions identical to those applicable to any other Grant under the Plan or to those applicable to any other Eligible Persons). Such Award Agreements shall comply with and be subject to the terms and conditions set forth below.

Shareholders’ Agreements; Management Agreements; Tax Sharing Agreements; and Existing Indebtedness Agreements. On or prior to the Effective Date, there shall have been delivered to Lender true and correct copies of the following documents; provided, that the filing of any such document with the Securities and Exchange Commission shall be deemed to satisfy the delivery requirements of this [Section 5.16]:

Material Agreements. As of the Original Effective Date, Part A of [Schedule II] is a complete and correct list of each outstanding credit agreement, loan agreement, indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Borrower or any of its Subsidiaries, and the aggregate principal or face amount outstanding or that is, or may become, outstanding under each such arrangement as of the Original Effective Date is correctly described in Part A of [Schedule II].

Hedge Agreements. On each date that any Hedge Agreement is executed by Parent or any of its Restricted Subsidiaries, on the one hand, and any Hedge Provider, on the other hand, Parent and each other Loan Party satisfy all eligibility, suitability and other requirements under the Commodity Exchange Act (7 U.S.C. § 1, et seq., as in effect from time to time) and the Commodity Futures Trading Commission regulations.

6.01Sale of Shares; Registration. The Parties hereto acknowledge and agree that the shares of SRSG Common Stock to be issued pursuant to [Section 2.05] will not be registered under the Securities Act and therefore shall constitute “restricted securities” within the meaning of the Securities Act and therefore may not be resold or otherwise transferred unless a valid registration statement relating thereto is in effect or an exemption from such requirement is available. The certificates representing the shares of SRSG Common Stock shall bear appropriate legends to identify such privately placed shares as being restricted under the Securities Act, to comply with applicable state securities laws and, if applicable, to notice the restrictions on transfer of such shares. No shares are entitled to registration rights on the basis of this Agreement.

With respect to a License Agreement (which constitutes a Material Contract) applicable to Intellectual Property that is owned by a third party and licensed to a Borrower or Guarantor and that is affixed to or otherwise used in connection with the manufacture, sale or distribution of any Inventory (other than an off-the-shelf product with a shrink wrap license), each Borrower and Guarantor shall # give Administrative Agent not less than ninety (90) days prior written notice of its intention to not renew or to terminate, cancel, surrender or release its rights under any such License Agreement, or to amend any such License Agreement or related arrangements to limit the scope of the right of such Borrower or Guarantor to use the Intellectual Property subject to such License Agreement in any material respect, either with respect to product, territory, term or otherwise, or to increase in any material respect the amounts to be paid by such Borrower or Guarantor thereunder or in connection therewith (and Administrative Agent may establish such Reserves as a result of any of the foregoing as Administrative Agent may reasonably determine), # give Administrative Agent prompt written notice of any such License Agreement entered into by such Borrower or Guarantor after the Effective Date, or any material amendment to any such License Agreement existing on the Effective Date, in each case together with a true, correct and complete copy thereof and such other information with respect thereto as Administrative Agent may in good faith request, # give Administrative Agent prompt written notice of any material breach of any obligation, or any default, by the third party that is the licensor or by the Borrower or Guarantor that is the licensee or any other party under any such License Agreement, and deliver to Administrative Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and any other notice received or delivered by such Borrower or Guarantor in connection with any such a License Agreement that relates to the scope of the right, or the continuation of the right, of such Borrower or Guarantor to use the Intellectual Property subject to such License Agreement or the amounts required to be paid thereunder.

​" data-ad-level="0">Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability # of any Restricted Subsidiary to make Restricted Payments to a Borrower or any Guarantor or to otherwise transfer property to or invest in a Borrower or any Guarantor, except for any agreement in effect # on the date hereofRestatement Date and set forth on [Schedule 7.09] or # at the time any Restricted Subsidiary becomes a Restricted Subsidiary of a Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of such Borrower, # of any Restricted Subsidiary to Guarantee the Obligations of a Borrower or # of a Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person (including any fee or leasehold interest in real property) to secure the Obligations; provided, however, that this [clause (iii)] shall not prohibit # any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under [[Sections 7.02(g) or (h)])]])] solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or # customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or provisions in licenses, easements or leases, in each case entered into in the ordinary course of business and consistent with past practices, which restrict the transfer, assignment or 885707.04-LACSR02A - MSW

Material Agreements. Neither the Company nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in # any agreement to which it is a party, which default could reasonably be expected have a Material Adverse Effect or # any agreement or instrument evidencing or governing Material Indebtedness.

Each Person (other than Cosmos) shall have executed and delivered prior to or on the Closing Date all Transactional Agreements to which it is to be a party.

Other Agreements. Borrowers will not enter into or permit to exist any agreement which: # would cause an Event of Default or a Default hereunder; or # contains any provision which would be violated or breached by the performance of Borrowers' obligations hereunder or under any of the other Loan Documents.