By: /s/ David W. Nicastro
David W. Nicastro, Stockholder
By: /s/ Marian E. Nicastro
Marian E. Nicastro, Stockholder
EXHIBITS AND ANNEX
ANNEX A:
Permitted Encumbrances
EXHIBIT 1.3a:
Form of Secured Promissory Note
EXHIBIT 1.3b
Irrevocable Letter of Credit
EXHIBIT 1.3c
Form of Promissory Note 1
EXHIBIT 1.3d
Form of Promissory Note 2
EXHIBIT 1.5:
Purchase Allocation
EXHIBIT 1.7(a)(ii):
Form of Assignment & Assumption for Assets
EXHIBIT 1.7(a)(iii):
Form of Assignment & Assumption for Leases
EXHIBIT 1.7(a)(vi):
Employment Agreements
EXHIBIT 1.7(a)(vii):
Non-competition/Employment Agreements:
EXHIBIT 1.7(a)(xii):
Form of Subordinated Agreement
EXHIBIT 6.3:
Material Consent
SCHEDULES
Schedule 2.1
Good Standing Certificates
Schedule 2.2
Consents
Schedule 2.2(c)
Non-Material Contracts
Schedule 2.3
Membership Interests
Schedule 2.4
Financial Statements
Schedule 2.6
Real Property Leases
Schedule 2.7
Tangible Personal Property
Schedule 2.9
Employees
Schedule 2.10
Employee Benefits
Schedule 2.11
Compliance
Schedule 2.12(a)
Legal Proceedings
Schedule 2.13
Insurance Policies
Schedule 2.14
Seller Contracts
Schedule 2.15
Intellectual Properties
Schedule 2.16
Related Person Transactions
Schedule 2.23
Bank Accounts
Schedule 2.24
Prepayments
Schedule 3.3
Buyer Consents and Approvals