Exhibit 10.1

Merger Agreement

By and Among

Reliability Incorporated,

R-M Merger Sub, Inc.,

The Maslow Media Group, Inc.,

Naveen Doki

(for the limited purposes as set forth herein),

Silvija Valleru

(for the limited purposes as set forth herein)

and

Jeffrey Eberwein

(For the limited purposes as set forth herein)

Dated as of September 18, 2019

TABLE OF CONTENTS

EXHIBITS AND SCHEDULES

MERGER AGREEMENT

This Merger Agreement (this “Agreement”), dated as of September 18, 2019 (the “Effective Date”), is entered into by and among (i) Reliability Incorporated, a Texas corporation (“Reliability”), (ii) R-M Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of Reliability (“Merger Sub”), (iii) The Maslow Media Group, Inc., a Virginia corporation (“Maslow”), (iv) Jeffrey Eberwein (“Mr. Eberwein”), for the limited purposes as set forth herein; (v) Naveen Doki (“Mr. Doki”) for the limited purposes as set forth herein, and (vii) Silvija Valleru (“Ms. Valleru” and, together with Mr. Doki, the “Shareholders”) for the limited purposes as set forth herein. Each of Reliability, Merger Sub, Maslow, Mr. Eberwein, Mr. Doki, and Ms. Valleru may be collectively referred to herein as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the respective Boards of Directors of each of Reliability, Merger Sub and Maslow deem it advisable and in the best interests of each corporation and its respective stockholders, that Reliability and Maslow combine in order to advance the long-term business strategies of Reliability and Maslow;

WHER EAS, the Board of Directors of Maslow has unanimously determined that the merger of Merger Sub with and into Maslow with Maslow being the surviving entity therein (the “Merger”) and this Agreement are fair to, and in the best interests of, Maslow and the Shareholders;

WHEREAS, the Board of Directors of Reliability has unanimously determined that the Merger and this Agreement are fair to, and in the best interests of, Reliability and the holders of Reliability Common Stock;

WHEREAS, the respective Boards of Directors of each of Reliability, Merger Sub and Maslow have approved this Agreement and the Merger on the terms and conditions contained in this Agreement;

WHEREAS, for federal income tax purposes, it is intended by the Parties that the Merger shall qualify as a “reorganization” within the meaning of the Code (as defined below);

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I Definitions

Section 1.01       Definitions. The following terms have the meanings specified or referred to in this Article I. A variant of a defined term (e.g., “your” is a variant of “you”) will have the same meaning as the defined term, modified as necessary to take the variance into account.

(a)               “Acquisition Inquiry” with respect to any Person means an inquiry, indication of interest or request for nonpublic information (other than an inquiry, indication of interest or request for nonpublic information made or submitted by or on behalf of Maslow) that could reasonably be expected to lead to an Acquisition Proposal with respect to that Person.

(b)               “Acquisition Proposal” with respect to any Person means any offer or proposal (other than an offer or proposal made or submitted by or on behalf of Maslow) for any Acquisition Transaction or possible Acquisition Transaction with respect to that Person.

(c)               “Acquisition Transaction” means any transaction or series of related transactions with a Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) concerning any (i) merger, consolidation, business combination, share exchange, joint venture or similar transaction involving Maslow pursuant to which such Person or “group” would own 20% or more of the consolidated assets, revenues or net income of Maslow, (ii) sale, lease, license or other disposition directly or indirectly by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets of Maslow representing 20% or more of the consolidated assets, revenues or net income of Maslow, (iii) issuance or sale or other disposition (including by way of merger, consolidation, business combination, share exchange, joint venture or similar transaction) of Equity Securities representing 20% or more of the issued and outstanding equity securities of Maslow, (iv) transaction or series of transactions in which any Person or “group” would acquire beneficial ownership or the right to acquire beneficial ownership of Equity Securities representing 20% or more of the issued and outstanding equity securities of Maslow, (v) action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation inapplicable to any transaction, or (vi) any combination of any of the foregoing.

(d)               “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

(e)               “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(f)                “Agreement Counterparties” means those parties executing any of the Transaction Documents.

(g)               “Agreement” has the meaning set forth in the preamble.

(h)               “Reliability Common Stock Value” means the value determined by the first of the following clauses that applies: (a) if the Reliability Common Stock is then listed for trading on the OTC Markets or a United States or Canadian national securities exchange (as applicable, the “Trading Market”), the daily volume weighted average price of the Reliability Common Stock during the 10 trading day period immediately prior to the determination date, as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Reliability Common Stock is not then listed or quoted for trading on a Trading Market, and if prices for the Reliability Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Reliability Common Stock so reported, or (c) in all other cases, the fair market value of a share of Common Stock as is jointly determined in good faith by the Board of Directors of Reliability after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of Reliability in private transactions negotiated at arm’s length.

(i)                 “Basket” has the meaning set forth in Section 9.06(a).

(j)                 “Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in Virginia are authorized or required by Law to be closed for business.

(k)               “Cap” has the meaning set forth in Section 9.06(c).

(l)                 “Closing Date” has the meaning set forth in Section 2.02.

(m)             “Closing” has the meaning set forth in Section 2.02.

(n)               “Code” means the Internal Revenue Code of 1986, as amended.

(o)               “Contemplated Transactions” means the transactions contemplated by this Agreement, together with the transactions contemplated by any of the other Transaction Documents.

(p)               “Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

(q)               “Debt Conversion” has the meaning set forth in Section 2.07(c).

(r)                “Derivatives” means any options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of Maslow or obligating Maslow to issue or sell any shares of capital stock of, or any other interest in, Maslow.

(s)                “Direct Claim” has the meaning set forth in Section 9.04(c).

(t)                 “Dispute” has the meaning set forth in Section 10.10(a).

(u)               “Dollars” or “$” means the lawful currency of the United States.

(v)               “DTC” has the meaning set forth in Section 4.02.

(w)             “Eberwein Indemnification Liabilities” has the meaning set forth in Section 9.06(e).

(x)               “Effective Date” has the meaning set forth in the recitals.

(y)               “Effective Time” has the meaning set forth in Section 2.02.

(z)               “Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership in the amount of $10,000 or more.

(aa)            “Enforceability Exceptions” means (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (b) general principles of equity.

(bb)           “Equity Security” means, in respect of any Person, (a) any capital stock or similar security, (b) any security convertible into or exchangeable for any security described in clause (a), (c) any option, warrant, or other right to purchase or otherwise acquire any security described in clauses (a), (b), or (c), and, (d) any “equity security” within the meaning of the Exchange Act.

(cc)            “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(dd)           “Exchange Agent” has the meaning set forth in Section 2.08.

(ee)            “FIRPTA Affidavit” has the meaning set forth in Section 2.16(a)(iv).

(ff)              “GAAP” mean United States generally accepted accounting principles as in effect from time to time.

(gg)           “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

(hh)           “Governmental Authorization” means any (a) consent, license, registration, or permit issued, granted, given, or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law; or (b) right under any Contract with any Governmental Authority.

(ii)              “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

(jj)              “Indebtedness” means without duplication (whether or not contingent and including, without limitation, any and all principal, accrued and unpaid interest, prepayment premiums or penalties, related expenses, commitment and other fees which would be payable in connection therewith), (a) all indebtedness for borrowed money or in respect of loans or advances, (b) all obligations for deferred purchase price of property or services, (c) all obligations evidenced by notes, bonds, debentures or other similar instruments (other than performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business), (d) all obligations, contingent or otherwise, as an account party under acceptance, letter of credit, bankers’ acceptances, performance bonds, sureties or similar obligations that have been drawn down, in each case, to the extent of such draw, (e) all obligations as lessee under any arrangement required to be recorded as a capital lease in accordance with GAAP, (f) all Liabilities arising out of interest rate and currency swap arrangements and any other arrangements designed to provide protection against fluctuations in interest or currency rates; (g) any Liabilities pursuant to any off balance sheet financing; (h) all guarantees with respect to any indebtedness or obligation of any other Person of a type described in clauses (a)-(g) above, (i) all indebtedness and obligations of any other Person of a type described in clauses (a)-(h) above resulting in any Lien or other claim against Maslow Common Stock or the assets Maslow.

(kk)           “Indemnified Party” has the meaning set forth in Section 9.03(e).

(ll)              “Indemnifying Party” has the meaning set forth in Section 9.03(e).

(mm)      “Intellectual Property” means all of the following and similar intangible property and related proprietary rights, interests and protections, however arising, pursuant to the Laws of any jurisdiction throughout the world: (i) trademarks, service marks, trade names, brand names, logos, trade dress and other proprietary indicia of goods and services, whether registered or unregistered, and all registrations and applications for registration of such trademarks, including intent-to-use applications, all issuances, extensions and renewals of such registrations and applications and the goodwill connected with the use of and symbolized by any of the foregoing; (ii) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Authority; (iii) original works of authorship in any medium of expression, whether or not published, all copyrights (whether registered or unregistered), all registrations and applications for registration of such copyrights, and all issuances, extensions and renewals of such registrations and applications; (iv) confidential information, formulas, designs, devices, technology, know-how, research and development, inventions, methods, processes, compositions and other trade secrets, whether or not patentable; and (v) patented and patentable designs and inventions, all design, plant and utility patents, letters patent, utility models, pending patent applications and provisional applications and all issuances, divisions, continuations, continuations-in-part, reissues, extensions, reexaminations and renewals of such patents and applications.

(nn)           “Joinder Agreements” has the meaning set forth in Section 6.10.

(oo)           “Knowledge of Maslow” means the actual knowledge, after due inquiry, of either of the Shareholders.

(pp)           “Knowledge of Reliability” means the actual knowledge, after due inquiry, of Mr. Eberwein.

(qq)           “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

(rr)              “Liability” or “Liabilities” has the meaning set forth in Section 3.06.

(ss)             “Lock-Up Agreement” has the meaning set forth in Section 2.15(a).

(tt)              “Lock-Up Parties” has the meaning set forth in Section 2.15(a).

(uu)           “Losses” means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that “Losses” shall not include (i) punitive damages, except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third party or (ii) lost profits or consequential damages, in any case.

(vv)           “Maslow Board” means the Board of Directors of Maslow.

(ww)       “Maslow Capitalization Table” has the meaning set forth in Section 3.02(a).

(xx)           “Maslow Common Stock” has the meaning set forth in Section 3.02.

(yy)           “Maslow Disclosure Schedules” means the Disclosure Schedules delivered by Maslow to Reliability concurrently with the execution and delivery of this Agreement.

(zz)            “Maslow Financial Statements” has the meaning set forth in Section 3.05.

(aaa)        “Maslow Licensed Intellectual Property” means any Intellectual Property in which Maslow hold rights or interests granted by license from other Persons.

(bbb)       “Maslow Material Contract” means a Material Contract to which Maslow is a party.

(ccc)        “Maslow Owned Intellectual Property” means any Intellectual Property that is owned by Maslow and in which Maslow holds exclusive rights.

(ddd)       “Maslow Party Default” has the meaning set forth in Section 8.02.

(eee)        “Maslow Surviving Representations” has the meaning set forth in Section 9.01(a).

(fff)           “Maslow” has the meaning set forth in the recitals.

(ggg)       “Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the affected Party, or (b) the ability of the affected Party to consummate the Contemplated Transactions on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition, or change, directly or indirectly, arising out of or attributable to: (i) any changes, conditions or effects in the United States economy or securities or financial markets in general; (ii) changes, conditions or effects that generally affect the industries in which the affected Party operates; (iii) any change, effect or circumstance resulting from an action required or permitted by this Agreement; or (iv) conditions caused by acts of terrorism or war (whether or not declared); provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i), (ii) or (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on the affected Party compared to other participants in the industries in which the affected Party conducts its business.

(hhh)       “Material Contract” mean (i) a Contract involving aggregate consideration in excess of $2,500 and which, in each case, cannot be cancelled by any party thereto without penalty or without more than ninety (90) calendar days’ notice, except Contracts entered into in the Ordinary Course of Business; (ii) all Contracts that require a party thereto to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; (iii) all Contracts that provide for the indemnification by a party thereto of any Person or the assumption of any Tax, environmental or other Liability of any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, the stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts; (vi) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) and which are not cancellable without penalty or without more than thirty (30) calendar days’ notice; (vii) except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees); (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of a party thereto to compete in any line of business or with any Person or in any geographic area or during any period of time; (x) any Contracts that provide for any joint venture, partnership or similar arrangement; and (xi) all collective bargaining agreements or Contracts with any union.

(ppp)       “Ordinary Course of Business” means an action which is taken in the ordinary course of the normal day-to-day operations of the Person taking such action consistent with the past practices of such Person, is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority) and is similar in nature and magnitude to actions customarily taken, without any authorization by the board of directors (or by any Person or group of Persons exercising similar authority), in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person.

(qqq)       “Organizational Documents” means (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the certificate of formation and limited liability company agreement, operating agreement, or like agreement of a limited liability company; (c) the partnership agreement and any statement of partnership of a general partnership; (d) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (e) any charter or agreement or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (f) any amendment to or restatement of any of the foregoing.

(rrr)           “Parties” has the meaning set forth in the recitals.

(sss)          “Party” has the meaning set forth in the recitals.

(ttt)            “Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

(uuu)       “Permitted Encumbrances” means (i) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the financial statements of the applicable Person; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the Ordinary Course of Business or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the applicable Person; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting real property which are not, individually or in the aggregate, material to the business of the applicable Person; and (iv) other than with respect to real property owned the applicable Person, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the Ordinary Course of Business which are not, individually or in the aggregate, material to the business of such Person.

(vvv)       “Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

(www)  “Post-Closing Tax Period” means any taxable period beginning after the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date.

(xxx)       “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

(yyy)       “Pre-Closing Taxes” means Taxes of Maslow for any Pre-Closing Tax Period.

(zzz)        “Registration Rights Agreement” has the meaning set forth in Section 2.15(a).

(aaaa)     “Reliability Board” means the Board of Directors of Reliability.

(bbbb)   “Reliability Capitalization Table” has the meaning set forth in Section 4.02(a).

(cccc)     “Reliability Common Stock” has the meaning set forth in Section 4.02.

(dddd)   “Reliability Default” has the meaning set forth in Section 8.01.

(eeee)     “Reliability Disclosure Schedules” means the Disclosure Schedules delivered by Reliability to Maslow concurrently with the execution and delivery of this Agreement.

(ffff)        “Reliability Financial Statements” has the meaning set forth in Section 4.05.

(gggg)   “Reliability Indemnitees” has the meaning set forth in Section 9.02.

(hhhh)   “Reliability Material Contract” means a Material Contract to which Reliability or Merger Sub, or both, is a party.

(iiii)          “Reliability Owned Intellectual Property” means any Intellectual Property that is owned by Reliability and in which Reliability holds exclusive rights.

(jjjj)          “Reliability’s Basket Exclusions” has the meaning set forth in Section 9.06(a).

(kkkk)   “Reliability’s Surviving Representations” has the meaning set forth in Section 9.01(a).

(llll)          “Reliability” has the meaning set forth in the preamble.

(mmmm)                  “Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

(nnnn)   “Representing Party” has the meaning set forth in the introductory sentence of Article V.

(oooo)   “Requirements of Law” means, as to any Person, any law, treaty, rule, regulation, right, privilege, qualification, license or franchise or determination of an arbitrator or a court or other Governmental Authority, in each case applicable or binding upon such Person or any of its property or to which such Person or any of its property is subject, or pertaining to any or all of the Contemplated Transactions or referred to herein.

(pppp)   “Retained Shares” has the meaning set forth in Section 2.07(b).

(qqqq)   “SEC Reports” means the reports and filings made by Reliability with the Securities United States Securities and Exchange Commission pursuant to the Securities Act or the Exchange Act.

(rrrr)        “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(ssss)       “Shareholders” has the meaning set forth in the preamble, subject to the provisions of Section 6.10.

(tttt)          “Statement of Merger” has the meaning set forth in Section 2.02.

(uuuu)   “Subsidiary” means, with respect to a specified Person, any corporation, partnership, limited liability company, limited liability partnership, joint venture, or other legal entity of which the specified Person (either alone and/or through and/or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the voting stock or other equity or partnership interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body, of such legal entity or of which the specified Person controls the management.

(vvvv)   “Surviving Corporation” has the meaning set forth in Section 2.01.

(wwww)                    “Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

(xxxx)   “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

(yyyy)   “TBOC” means the Texas Business Organizations Code, as the same may be amended from time to time.

(zzzz)     “Third-Party Claim” has the meaning set forth in Section 9.04(a).

(aaaaa) “Transaction Documents” means this Agreement, the Maslow Disclosure Schedule, the Reliability Disclosure Schedule, the Registration Rights Agreement, the FIRPTA Affidavits, the Lock-Up Agreements, the Joinder Agreements and any other document, certificate or agreement to be delivered hereunder.

(bbbbb)                       “Shareholders Indemnification Liabilities” has the meaning set forth in Section 9.06(d).

(ccccc) “Shareholders Indemnitees” has the meaning set forth in Section 9.02(e).

(ddddd)                       “Shareholders’ Basket Exclusions” has the meaning set forth in Section 9.06(b).

(eeeee) “VSCA” means the Virginia Stock Corporation Act, as the same may be amended from time to time.

Section 1.02       Interpretation. Unless the express context otherwise requires:

(a)               the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b)               terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

(c)               the terms “Dollars” and “$” mean United States Dollars;

(d)               references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement;

(e)               wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

(f)                references herein to any gender shall include each other gender;

(g)               references herein to any Person shall include such Person’s heirs, executors, personal Representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.02 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement;

(h)               references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;

(i)                 references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof;

(j)                 with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

(k)               references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and

(l)                 references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article II Merger and Closing

Section 2.01       The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the VSCA, at the Effective Time (as hereinafter defined), Merger Sub shall be merged with and into Maslow. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and Maslow shall continue as the surviving corporation following the Merger (the “Surviving Corporation”). The corporate existence of Maslow, with all its purposes, rights, privileges, franchises, powers and objects, shall continue unaffected and unimpaired by the Merger except as otherwise may be specifically set forth herein.

Section 2.02       Closing. The consummation of the Contemplated Transactions (the “Closing”) shall take place on the third Business Day following the satisfaction or waiver (by the Party for whose benefit the condition exists) of the conditions to closing as set forth in Article VII or on such other date and at such other time and place as the Parties shall agree in writing (the “Closing Date”), by electronic delivery, overnight delivery, and wire transfers. At the Closing the Parties shall cause the Merger to be consummated by filing a Statement of Merger (the “Statement of Merger”) with the Secretary of State of Virginia and by making all other filings or recordings required under the VSCA in connection with the Merger, in such form as is required by, and executed in accordance with the relevant provisions of, the VSCA. The Merger shall become effective at such time as the Statement of Merger is duly filed with the Secretary of State of Virginia, or at such other time as the Parties agree shall be specified in the Statement of Merger (the date and time the Merger becomes effective, the “Effective Time”). At the Closing, Maslow shall deliver to Reliability, and Reliability shall deliver to Maslow or the Shareholders or the Exchange Agent, as applicable, such documents as contemplated by Section 2.16(a), Section 2.16(b) and Section 2.16(c), respectively.

Section 2.03       Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the VSCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time:

(a)               All the property, rights, privileges, powers and franchises of Maslow and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of Maslow and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation;

(b)               The Articles of Incorporation of Maslow shall be the Articles of Incorporation of the Surviving Company, until duly amended or repealed in accordance with the provisions thereof and of applicable Law; and

(c)               The Bylaws of Maslow shall be the Bylaws of the Surviving Company, until duly amended or repealed in accordance with the provisions thereof and of applicable Law.

Section 2.04       Conversion of Maslow Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Shareholders or any other party:

(a)               All of the shares of Maslow Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 2.04(b), if any), which are all owned by the Shareholders, shall be canceled and shall by virtue of the Merger and without any action on the part of the Shareholders be converted automatically into the right to receive, in total, the Merger Consideration;

(b)               Each share of Maslow Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Maslow as treasury stock shall be canceled and retired and cease to exist, and no payment or distribution shall be made with respect thereto; and

(c)               All shares of Maslow Common Stock converted pursuant to Section 2.04(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and the Shareholders, as holder(s) of certificates (each, a “Certificate”) representing any such shares of Maslow Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms herein.

Section 2.05       Reliability Common Stock. At the Effective Time, any outstanding shares of Reliability Common Stock that are owned by Reliability, Merger Sub or any other direct or indirect wholly owned Subsidiary thereof shall be cancelled and retired and shall cease to exist and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Section 2.06       Merger Sub Stock. (a) At the Effective Time, all outstanding shares of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become, collectively, one validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation and shall constitute the only outstanding share of capital stock of the Surviving Corporation.

Section 2.07       Merger Consideration.

(a)               The aggregate consideration to be paid to the Shareholders, as all of the shareholders of Maslow, in the Merger shall be an aggregate number of shares of Reliability Common Stock constituting 94% of the issued and outstanding shares of Reliability Common Stock immediately following the Closing (the “Merger Consideration”). Reliability covenants and agrees that, prior to the Closing, it shall undertake such actions as required, including amending the Articles of Incorporation of Reliability as may be required, to ensure that Reliability has a sufficient number of authorized but unissued shares of Reliability Common Stock so as to be able to issue the Merger Consideration at the Closing.

(b)               The Parties acknowledge and agree that the shareholders of Reliability and debtholders of Reliability (pursuant to Section 2.07(c)) as of immediately prior to the Closing shall collectively retain a total aggregate number of shares of Reliability Common Stock constituting 6% of the issued and outstanding shares of Reliability Common Stock immediately following the Closing (the “Retained Shares”).

(c)               The Parties further acknowledge and agree that all of the issued and outstanding Liabilities and debts of Reliability as of immediately prior to the Closing shall be converted into no more than 1,085,307 shares of Reliability Common Stock (the “Debt Conversion”) and such shares of Reliability Common Stock shall be included in the Retained Shares as of immediately following the Closing, provided however, that this Section 2.07(c) and the Debt Conversion shall be deemed completed and complied with as long as Reliability has no Liabilities in excess of $10,000 as of the Closing.

Section 2.08       Exchange Agent. Prior to the Effective Time, Reliability and Maslow shall jointly select an entity to act as exchange agent hereunder for the purpose of exchanging Certificates for the Merger Consideration (the “Exchange Agent”). The Parties acknowledge and agree that Reliability may, at its election, act as the Exchange Agent. At or prior to the Effective Time, Reliability shall deposit with the Exchange Agent (if Exchange Agent is a third party), in trust for the benefit of the Shareholders either (i) certificates or (ii) entries onto the books of Reliability as kept by the transfer agent of Reliability representing Reliability Common Stock issued pursuant to this Agreement in exchange for outstanding shares of Maslow Common Stock in the Merger pursuant to this Agreement.

Section 2.09       Exchange Procedures.  

(a)               Upon the Effective Time, the Shareholders shall deliver and surrender to Reliability the Certificates representing the Shareholders’ shares of Maslow Common Stock, and thereafter the Shareholders shall be entitled to receive the Merger Consideration in exchange therefor. Reliability shall deliver the Certificates to the Exchange Agent if the Exchange Agent is a third party.

(b)               Upon surrender of a Certificate to Reliability and such other documents as may reasonably be required by the Exchange Agent, the Shareholders shall be entitled to receive in exchange therefor shares of Reliability Common Stock representing the whole number of shares that such holder has the right to receive pursuant to Section 2.04, with any fractional shares being rounded to the next nearest whole share, and in each case the Certificate so surrendered shall forthwith be canceled.

Section 2.10       No Further Ownership Rights in Maslow Common Stock. All shares of Reliability Common Stock issued in accordance with the terms of this Article II shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the shares of Maslow Common Stock and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Maslow Common Stock which were outstanding immediately prior to the Effective Time.

Section 2.11       No Liability. None of Reliability, Merger Sub, Maslow, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration, any dividends or distributions with respect thereto, in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered prior to three years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration, any dividends or distributions payable to the holder of such Certificate or any cash payable in lieu of fractional shares of Reliability Common Stock pursuant to this Article II, would otherwise escheat to or become the property of any Governmental Authority, any such Merger Consideration, dividends or distributions in respect thereof or such cash shall, to the extent permitted by applicable law, be delivered to Reliability, upon demand, and any holders of Maslow Common Stock who have not theretofore complied with the provisions of this Article II shall thereafter look only to Reliability for satisfaction of their claims for such Merger Consideration, dividends or distributions in respect thereof or such cash.

Section 2.12       Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the shares of Maslow Common Stock formerly represented thereby, and unpaid dividends and distributions on shares of Reliability Common Stock deliverable in respect thereof, pursuant to this Agreement.

Section 2.13       Withholding Rights. The Surviving Corporation and Reliability shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Maslow Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Maslow Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation.

Section 2.14       Stock Transfer Books. On the Closing Date, the stock transfer books of Maslow shall be closed and there shall be no further registration of transfers of shares of Maslow Common Stock thereafter on the records of Maslow. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to such shares of Maslow Common Stock formerly represented thereby, except as otherwise provided herein or by law. On or after the Effective Time, any Certificates of Maslow Stock presented to the Exchange Agent or Reliability for any reason shall be converted into the Merger Consideration with respect to the shares of Maslow Common Stock formerly represented thereby.

Section 2.15       Additional Actions at the Closing.      

(a)               At the Closing, Reliability shall enter into a Lock-Up Agreement with each of (i) Mr. Eberwein, and (ii) and any Person who has beneficial ownership (as determined in accordance with the rules under the Exchange Act as though the Exchange Act applied to Maslow) of more than 10% of the shares of Maslow Common Stock as of immediately prior to the Closing, including any New Shareholders as set forth in Section 6.10 (the “Lock-Up Parties”); each in the form as attached hereto as Exhibit B (each, a “Lock-Up Agreement”) pursuant to which such counterparties shall agree not to sell or transfer any of the shares of Reliability Common Stock constituting the Merger Consideration or held by such parties as of the Closing, as applicable, subject to the terms and conditions therein.

(b)               At the Closing, Reliability shall enter into a piggyback registration rights agreement in the form as attached hereto as Exhibit C (the “Registration Rights Agreement”) with each of Mr. Eberwein and any of the Persons as set forth in Section 2.15(b) of the Reliability Disclosure Schedules who hold of record any of the Retained Shares as of the Closing, pursuant to which Reliability shall provide Mr. Eberwein and such Persons with certain registration rights with respect to the shares of Reliability Common Stock held of record by Mr. Eberwein or such Persons, as applicable.

(c)               At the Closing, the current members of the Reliability Board shall elect Naveen Doki, Silvji Valleru, Shirisha Junampally, Mark Speck to the Reliability Board, and one current member of the Reliability Board as designated by Mr. Eberwein shall remain on the Reliability Board for a period of two years following the Closing, and all other directors shall resign when such election is complete, leaving those five named individuals as the sole directors of Reliability. Notwithstanding the foregoing, Mr. Eberwein shall retain the option to remain an observer to the Reliability Board for a period of two years following the Closing, provided that Reliability may exclude Mr. Eberwein from such observer rights to the extent that Reliability is advised by legal counsel that such exclusion is required in connection with the fiduciary or other duties of the Reliability Board.

(d)               At the Closing, the officers of Reliability as of immediately before the Closing shall resign, and the Reliability Board, as newly constituted under Section 2.15(c), shall elect new officers of Reliability, Maslow, and each corporation or other entity as to which Reliability or Maslow owns, directly or beneficially, a majority of the voting power.

Section 2.16       Closing Actions and Deliverables.

At the Closing, and contingent thereon, the Parties shall deliver, and shall undertake such actions as to accomplish, the following:

(a)               Maslow shall deliver to Reliability:

(i)                 The Statement of Merger, duly executed by an authorized officer of Maslow;

(ii)              a certificate, dated the Closing Date, signed by a duly authorized officer of Maslow, in form and substance reasonably acceptable to Reliability, certifying that each of the conditions set forth in Section 7.01(a) and Section 7.01(b) has been satisfied;

(iii)            a certificate of a duly authorized officer of Maslow, dated as of the Closing Date, in form and substance satisfactory to Reliability attaching and certifying (1) copies of the resolutions or written consents of Maslow Board and Mr. Doki, and Ms. Valleru, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, (2) a true, correct and complete copy of the Articles of Incorporation of Maslow certified by the Secretary of State of the State of Virginia, (3) By-laws of Maslow, and (4) a certificate of good standing and legal existence of Maslow issued by the Secretary of State of the State of Virginia and each jurisdiction in which Maslow is licensed or qualified to conduct business as a foreign entity;

(iv)             a non-foreign affidavit, in the form as attached hereto as Exhibit A, dated as of the Closing Date, duly executed by each Shareholder and sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that none of the Shareholders is a “Foreign Person” as defined in Code §1445 (the “FIRPTA Affidavits”);

(v)               A Lock-up Agreement duly executed by any of the shareholders of Maslow as required pursuant to Section 2.15(a);

(vi)             The Joinder Agreement, duly executed by each New Shareholder; Mr. Doki, and Ms. Valleru and Maslow; and

(vii)          such other documents as Reliability may reasonably request for the purpose of evidencing the accuracy of any of Maslow’s or the Shareholders’ representations and warranties; evidencing the performance by Maslow or the Shareholders, or the compliance by Maslow or the Shareholders, in each case as applicable, with any covenant or obligation required to be performed or complied with by Maslow or the Shareholders; or otherwise facilitating the consummation or performance of any of the Contemplated Transactions.

(b)               Reliability shall deliver to the Exchange Agent the Merger Consideration pursuant to Section 2.07.

(c)               Reliability shall deliver to Maslow:

(i)                 The Statement of Merger, duly executed by an authorized officer of the Merger Sub and Reliability;

(ii)              a certificate, dated the Closing Date, signed by a duly authorized officer of Reliability and Mr. Eberwein, in form and substance reasonably acceptable to Maslow, certifying (i) that each of the conditions set forth in Section 7.02(a), Section 7.02(b), Section 7.02(c) and Section 7.02(d) have been satisfied; and (ii) (A) attaching and certifying copies of the resolutions or written consents of each of the Reliability Board, the Merger Sub Board, Reliability as the sole stockholder of Merger Sub, and by the governing bodies, members, managers, general partners or other applicable persons or bodies of each member of the Agreement Counterparties, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, as applicable, (B) certifying the name, title and true signature of each officer of Reliability, Merger Sub and each member of the Agreement Counterparties executing or authorized to execute this Agreement, the Transaction Documents, as applicable, and such other documents, instruments and certifications required or contemplated hereby or thereby, and (C) attaching and certifying (1) a true, correct and complete copy of the Articles of Incorporation of Reliability certified by the Secretary of State of the State of Texas, (2) By-laws of Reliability, (3) a certificate of good standing and legal existence for Reliability issued by the Secretary of State of the State of Texas and each jurisdiction in which Reliability is licensed or qualified to conduct business as a foreign entity; (4) a true, correct and complete copy of the Articles of Incorporation of Merger Sub certified by the Secretary of State of the State of Virginia, (5) By-laws of Merger Sub, and (6) a certificate of good standing and legal existence issued by the Secretary of State of the State of Virginia for Merger Sub;

(iii)            the resignations of the directors and officers of Reliability, in form and substance required by Reliability, duly executed by the resigning directors and officers of Reliability, to the extent and as required by Section 2.15(c) and Section 2.15(d);

(iv)             written evidence of the termination of any and all stockholder, voting, buy-sell or similar agreements by and among Reliability any of its shareholders, which shall be effective as of the Closing;

(v)               Duly countersigned copies of the Lock-Up Agreements delivered by Maslow pursuant to Section 2.16(a)(v); and

(vi)             The Registration Rights Agreement, duly executed by Reliability, Mr. Eberwein and any other Persons with whom a Registration Rights Agreement is entered into pursuant to Section 2.15(b).

Section 2.17       Tax-Free Reorganization. The Merger is intended to be a reorganization within the meaning of Section 368(a) of the Code, and this Agreement is intended to be a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a).

Section 2.18       Re-Domestication and Change of Name. Following the Closing, Reliability may undertake such actions as necessary to (i) re-domesticate Reliability such that Reliability is a Delaware corporation, pursuant to the applicable provisions of the TBOC and the Delaware General Corporation Law; and (ii) change its name to “The Maslow Media Group, Inc.” or such other name as determined by the Reliability Board.

Article III Maslow Representations and Warranties

Except as set forth in the correspondingly numbered Section of the Maslow Disclosure Schedules, Maslow represents and warrants to Reliability, Merger Sub and Mr. Eberwein that the statements contained in this Article III are true and correct.

Section 3.01       Organization, Authority and Qualification of Maslow. Maslow is a corporation duly organized, validly existing and in good standing under the Laws of the State of Virginia and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted, except, in each case, where the failure to be so organized, existing and in good standing (or the equivalent thereof) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Maslow or reasonably be expected to prevent, materially impair or materially delay Maslow’s ability to consummate the Contemplated Transactions. Maslow is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary except, in each case, where the failure to be so licensed and in good standing (or the equivalent thereof) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Maslow or reasonably be expected to prevent, materially impair or materially delay Maslow’s ability to consummate the Contemplated Transactions. All corporate actions taken by Maslow in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing. Maslow has delivered to Reliability copies of the Organizational Documents of Maslow. Maslow is not in default or in violation of any of its Organizational Documents.

Section 3.02       Capitalization.

(a)               The authorized capital stock of Maslow consists of 2,000 shares of common stock, $1.00 par value per share (the “Maslow Common Stock”), of which 1,620.80 shares are issued and outstanding, provided that the Parties acknowledge and agree that, prior to the Closing, Maslow intends issue additional Equity Securities or Derivatives as set forth in the Maslow Capitalization Table (as defined below), and as contemplated by Section 6.10, and this Section 3.02(a) shall be deemed automatically updated as a result thereof. All of the shares of Maslow Common Stock have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by the Shareholders, free and clear of all Encumbrances. The capitalization of Maslow as of the Effective Date is as set forth on the capitalization table of Maslow dated the Effective Date, in the section thereof noted as being correct as of the Effective Date, and delivered by Reliability to Maslow on the Effective Date (the “Maslow Capitalization Table”).

(b)               All of the shares of Maslow Common Stock were issued in compliance with applicable Laws. None of the shares of Maslow Common Stock were issued in violation of any agreement, arrangement or commitment to which Maslow is a party or is subject to or in violation of any preemptive or similar rights of any Person, and no Person has any pre-emptive rights or similar rights to purchase or receive any Equity Securities in Maslow.

(c)               There are no outstanding or authorized Derivatives. Maslow does not have outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the shares of Maslow Common Stock.

Section 3.03       No Subsidiaries. Maslow does not own, or have any interest in any shares or have an ownership interest in any other Person.

Section 3.04       Enforceability and Authority; No Conflicts; Consents.

(a)               Subject to the receipt of the approval of the shareholders of Maslow as referenced in Article VII, this Agreement has been duly executed and delivered by Maslow and constitutes the legal, valid, and binding obligation of Maslow, enforceable against it in accordance with its terms except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions. Upon the execution and delivery of the Transaction Documents by Maslow, each Transaction Document will constitute the legal, valid, and binding obligation of Maslow, enforceable against Maslow in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions. Maslow has the absolute and unrestricted right, power, authority, and capacity to execute and deliver, and to perform its respective obligations under, this Agreement and each Transaction Document to which it is a party.

(b)               Neither the execution and delivery of this Agreement or of any of the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

(i)                 contravene, conflict with, or violate (A) any Organizational Document of Maslow, or (B) any resolution adopted by Maslow Board or the Shareholders (or Persons exercising similar authority) of Maslow;

(ii)              to the Knowledge of Maslow, contravene, conflict with, or violate, or give any Governmental Authority or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief under, any Law or Governmental Order to which Maslow, or any assets owned or used by Maslow, could be subject;

(iii)            contravene, conflict with, violate, result in the loss of any benefit to which Maslow is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Governmental Authorization held by Maslow or that otherwise relates to the business of, or any assets owned or used by, Maslow, except to the extent that the forgoing would not cause a Material Adverse Effect on Maslow;

(iv)             cause Reliability or Maslow to become subject to, or to become liable for payment of, any Tax, except to the extent that the forgoing would not cause a Material Adverse Effect on Maslow;

(v)               to the Knowledge of Maslow, cause any assets owned or used by Maslow to be reassessed or revalued by any Governmental Authority;

(vi)             breach, or give any Person the right to declare a default or exercise any remedy or to obtain any additional rights under, or to accelerate the maturity or performance of, or payment under, or cancel, terminate, or modify, any Contract to which Maslow is a party, except to the extent that the forgoing would not cause a Material Adverse Effect on Maslow;

(vii)          result in the imposition or creation of any Encumbrance upon, or with respect to, any assets owned or used by Maslow; or

(viii)        result in, or give any other Person the right or option to cause or declare: (A) a loss of any Maslow Owned Intellectual Property, (B) the release, disclosure, or delivery of any Maslow Owned Intellectual Property by or to any escrow agent or other Person, or (C) the grant, assignment, or transfer to any other Person of any license, Encumbrance, or other right or interest under, to, or in any Maslow Owned Intellectual Property.

(c)               Maslow is not required to give notice to, or obtain Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, or in order to be able to continue the business of the Surviving Corporation following the Closing in substantially the same manner as conducted by Maslow prior to the Closing.

Section 3.05       Maslow Financial Statements. Complete copies of Maslow’s financial statements consisting of the audited balance sheet and profit and loss statement of Maslow as at December 31 in each of the years 2018 and 2017 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended (the “Maslow Financial Statements”) have been provided to Reliability as well as unaudited statements reviewed by Maslow’s auditor through June 30, 2019. The Maslow Financial Statements are based on the books and records of Maslow, and fairly present the financial condition of Maslow as of the respective dates they were prepared and the results of the operations of Maslow for the periods indicated, in all material respects.

Section 3.06       Undisclosed Liabilities. Maslow has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, including without limitation any penalties, interest and/or excise tax as may be applicable (individually, a “Liability,” and collectively, the “Liabilities”), except (a) those which are adequately reflected or reserved against in the Maslow Financial Statements, and (b) those which have been incurred in the Ordinary Course of Business since the date of the Maslow Financial Statements and which are not, individually or in the aggregate, material in amount.

Section 3.07       Absence of Certain Changes, Events and Conditions. Since the date of the Maslow Financial Statements there has not been, with respect to Maslow, any:

(a)               event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Maslow;

(b)               amendment of the charter, by-laws or other Organizational Documents of Maslow;

(c)               split, combination or reclassification of any shares of Maslow’s capital stock;

(d)               issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of Maslow’s capital stock;

(e)               declaration or payment of any dividends or distributions on or in respect of any of Maslow’s capital stock or redemption, purchase or acquisition of Maslow’s capital stock;

(f)                material change in any method of accounting or accounting practice of Maslow, except as disclosed in the notes to the Maslow Financial Statements;

(g)               material change in Maslow’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

(h)               entry into any Contract that would constitute a Material Contract by Maslow;

(i)                 incurrence, assumption or guarantee of any material indebtedness by Maslow for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business;

(j)                 transfer, assignment, sale or other disposition by Maslow of any material amount of assets shown or reflected in the Maslow Financial Statements or cancellation of any material debts or material entitlements;

(k)               transfer, assignment or grant of any license or sublicense by Maslow of any rights under or with respect to any Maslow Owned Intellectual Property;

(l)                 material damage, material destruction or loss (whether or not covered by insurance) to Maslow’s property, except for ordinary wear and tear;

(m)             any capital investment by Maslow in, or any loan to, any other Person;

(n)               acceleration, termination, modification to or cancellation of any Material Contract to which Maslow is a party or by which it is bound;

(o)               any single capital expenditures by Maslow in excess of $5,000 and total capital expenditures made in the Ordinary Course of Business not in excess of $30,000;

(p)               imposition of any Encumbrance upon any of Maslow properties, capital stock or assets, tangible or intangible other than as permitted herein;

(q)               (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of Maslow’s employees, officers, directors, independent contractors or consultants, other than as previously provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of Maslow or any termination of any employees of Maslow other than in the Ordinary Course of Business, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any of Maslow’s employee, officer, director, independent contractor or consultant other than for any results of this Agreement or the Contemplated Transactions;

(r)                adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of Maslow, or (ii) collective bargaining or other agreement with a union, in each case whether written or oral, by Maslow, in each case other than in the Ordinary Course of Business;

(s)                any loan by Maslow to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers and employees other than in the Ordinary Course of Business which does not result in a liability over $30,000;

(t)                 entry by Maslow into a material new line of business or abandonment or discontinuance of existing material lines of business;

(u)               other than this Agreement, adoption by Maslow of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

(v)               purchase, lease or other acquisition of the right to own, use or lease any property or assets by Maslow for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business;

(w)             other than this Agreement, acquisition by Maslow merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; or

(x)               action by Maslow to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Reliability in respect of any Post-Closing Tax Period.

Section 3.08       Material Contracts. Each Maslow Material Contract is valid and binding on Maslow in accordance with its terms and is in full force and effect, except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions. Neither Maslow nor any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Maslow Material Contract. To the Knowledge of Maslow, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Maslow Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Maslow Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Reliability.

Section 3.09       Title to Assets. Maslow has good and valid title to the assets reflected in the Maslow Financial Statements or acquired thereafter, other than properties and assets sold or otherwise disposed of in the Ordinary Course of Business since the date of the Maslow Financial Statements. All such properties and assets are free and clear of Encumbrances except for the Permitted Encumbrances.

Section 3.10       Legal Proceedings; Governmental Orders.

(a)               To the Knowledge of Maslow, there are no Actions pending or threatened (a) against or by Maslow affecting any of its properties or assets (or by or against the Shareholders or any Affiliate thereof and relating to Maslow); or (b) against or by Maslow, the Shareholders or any Affiliate of the Shareholders that challenges or seeks to prevent, enjoin or otherwise delay the Contemplated Transactions. To the Knowledge of Maslow, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(b)               To the Knowledge of Maslow, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting Maslow or any of its properties or assets. To the Knowledge of Maslow, no event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Section 3.11       Compliance with Laws; Permits.

(a)               Maslow has complied in all material respects, and is now complying in all material respects, with all Laws applicable to it or its business, properties or assets.

(b)               All Permits required for Maslow to conduct its business have been obtained by it and are valid and in full force and effect, except as would not reasonably be expected to result in a Material Adverse Effect on Maslow. All fees and charges with respect to such Permits as of the Effective Date have been paid in full. To the Knowledge of Maslow, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit material to the operations of Maslow.

Section 3.12       Taxes. 

(a)               All Tax Returns required to be filed on or before the Closing Date by Maslow have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all material respects. All Taxes due and owing by Maslow (whether or not shown on any Tax Return) have been, or will be, timely paid.

(b)               Maslow has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law.

(c)               No claim has been made by any taxing authority in any jurisdiction where Maslow does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction.

(d)               No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Maslow.

(e)               The amount of Maslow’s Liability for unpaid Taxes for all periods ending on or before December 31, 2018 does not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the Maslow Financial Statements. The amount of Maslow’s Liability for unpaid Taxes for all periods following the end of the recent period covered by the Maslow Financial Statements shall not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) as adjusted for the passage of time in accordance with the past custom and practice of Maslow (and which accruals shall not exceed comparable amounts incurred in similar periods in prior years).

(f)                All deficiencies asserted, or assessments made, against Maslow as a result of any examinations by any taxing authority have been fully paid.

(g)               Maslow is not a party to any Action by any taxing authority. To the Knowledge of Maslow, there are no pending or threatened Actions by any taxing authority.

(h)               There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the assets of Maslow.

(i)                 Maslow is not a party to, or bound by, any Tax indemnity, Tax-sharing or Tax allocation agreement.

(j)                 Maslow is not a party to, or bound by, any closing agreement or offer in compromise with any taxing authority.

(k)               No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to Maslow.

(l)                 Maslow has not been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. Maslow has no Liability for Taxes of any Person (other than Maslow) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign Law), as transferee or successor, by contract or otherwise.

(m)             Maslow has not agreed to make, nor is it required to make, any adjustment under Sections 481(a) or 263A of the Code or any comparable provision of state, local or foreign Tax Laws by reason of a change in accounting method or otherwise. Maslow has not taken any action that could defer a Liability for Taxes of Maslow from any Pre-Closing Tax Period to any Post-Closing Tax Period.

(n)               Maslow is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2. Maslow is not, nor has it been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(a) of the Code.

(o)               Maslow has not been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

(p)               Maslow is not, and has not been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b).

(q)               There is currently no limitation on the utilization of net operating losses, capital losses, built-in losses, tax credits or similar items of Maslow under Sections 269, 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder (and comparable provisions of state, local or foreign Law).

(r)                Maslow has not entered into a gain recognition agreement pursuant to Treasury Regulations Section 1.367(a)-8. Maslow has not transferred an intangible the transfer of which would be subject to the rules of Section 367(d) of the Code.

(s)                None of the assets of Maslow is property that Maslow is required to treat as being owned by any other person pursuant to the so-called “safe harbor lease” provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended.

Section 3.13       Books and Records. The minute books and stock record books of Maslow, all of which have been made available to Reliability, are complete and correct in all material respects and have been maintained in accordance with sound business practices. The existing minute books of Maslow contain accurate and complete records of all meetings, and actions taken by written consent of, the stockholders, Maslow Board and any committees of Maslow Board in all material respects. At the Closing, all of those books and records will be in the possession of Maslow.

Section 3.14       Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions or any other Transaction Document based upon arrangements made by or on behalf of any of Maslow.

Section 3.15       Full Disclosure. No representation or warranty by Maslow in this Agreement and no statement contained in the Maslow Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Reliability pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

Section 3.16       No Insolvency, Litigation. Fulfillment of the terms set forth herein as required to comply with the terms of this Agreement will not cause Maslow or the Shareholders to become insolvent or where previously able thereafter unable to pay its debts as they become due or continue its business following the Closing. None of Maslow nor any Shareholder is or has been the subject of any voluntary or involuntary bankruptcy proceeding, nor is it or has it been a party to any material litigation or, within the past two years, the subject of any threat of material litigation. Litigation shall be deemed “material” if the amount at issue exceeds the lesser of $5,000 per matter or $15,000 in the aggregate.

Article IV Reliability Parties Representations and Warranties

Except as set forth in the correspondingly numbered Section of the Reliability Disclosure Schedules or as otherwise disclosed in the SEC Reports, Reliability and Merger Sub represent and warrant to Maslow and the Shareholders that the statements contained in this Article IV are true and correct.

Section 4.01       Organization and Authority of Reliability and Merger Sub.

(a)               Reliability is a corporation duly organized, validly existing and in good standing under the Laws of the State of Texas and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted, except, in each case, where the failure to be so organized, existing and in good standing (or the equivalent thereof) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Reliability or reasonably be expected to prevent, materially impair or materially delay Reliability’s ability to consummate the Contemplated Transactions. Reliability is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary except, in each case, where the failure to be so licensed and in good standing (or the equivalent thereof) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Reliability or reasonably be expected to prevent, materially impair or materially delay Reliability’s ability to consummate the Contemplated Transactions. All corporate actions taken by Reliability in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing. The SEC Reports contain true and accurate copies of the Organizational Documents of Reliability. Reliability is not in default or in violation of any of its Organizational Documents.

(b)               Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Virginia and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted, except, in each case, where the failure to be so organized, existing and in good standing (or the equivalent thereof) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Merger Sub or reasonably be expected to prevent, materially impair or materially delay Merger Sub’s ability to consummate the Contemplated Transactions. Merger Sub is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary except, in each case, where the failure to be so licensed and in good standing (or the equivalent thereof) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Merger Sub or reasonably be expected to prevent, materially impair or materially delay Merger Sub’s ability to consummate the Contemplated Transactions. All corporate actions taken by Merger Sub in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing. Merger Sub has delivered to Maslow copies of the Organizational Documents of Merger Sub. Merger Sub is not in default or in violation of any of its Organizational Documents.

Section 4.02       Reliability and Merger Sub Capitalization.  

(a)               As of the Effective Date, the authorized, issued and outstanding share capital of Reliability consists of 300,000,000 shares of common stock, no par value per share (the “Reliability Common Stock”), of which 16,914,693 shares are issued and outstanding; and no shares of preferred stock authorized or outstanding. The capitalization of Reliability as of the Effective Date is as set forth on the capitalization table of Reliability dated the Effective Date and delivered by Reliability to Maslow on the Effective Date (the “Reliability Capitalization Table”).

(b)               Immediately after the Closing the Merger Consideration and all other issued and outstanding share capital of Reliability will be duly authorized, validly issued, fully paid and non-assessable and will have been issued in accordance with all applicable laws, including, but not limited to, the Securities Act.

(c)               Upon consummation of the Contemplated Transactions, the Shareholders shall own all of the Merger Consideration, free and clear of all Encumbrances.

(d)               All issued and outstanding shares of capital stock of Reliability, immediately prior to the Closing Date, have been duly authorized, are validly issued, fully paid and non-assessable, and have been issued in accordance with all applicable laws, including, but not limited to, the Securities Act.

(e)               As of the Closing Date, Reliability shall not have any outstanding options, warrants or other securities convertible into Reliability Common Stock.

(f)                The authorized, issued and outstanding share capital of Merger Sub consists of 1,000 shares of common stock, par value of $0.01 per share, of which one hundred shares are issued and outstanding and which are owned by Reliability, and 100 shares of preferred stock, par value of $0.01 per share, of which no shares are issued and outstanding.

(g)               The Parties acknowledge and agree that the representations and warranties set forth in this Section 4.02 shall be deemed automatically updated, if necessary, to reflect the completion of the matters contemplated in Section 6.01.

Section 4.03       No Subsidiaries. Other than Merger Sub, Reliability does not own, or have any interest in any shares or have an ownership interest in any other Person.

Section 4.04       Enforceability and Authority; No Conflicts; Consents.

(a)               Subject to the receipt of the approval of Reliability as the sole shareholder of Merger Sub as referenced in Article VII, This Agreement has been duly executed and delivered by each of Reliability and Merger Sub and constitutes the legal, valid, and binding obligation of each of Reliability and Merger Sub, enforceable against each of Reliability and Merger Sub in accordance with its terms except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions. Upon the execution and delivery of the Transaction Documents by each of Reliability and Merger Sub, each Transaction Document will constitute the legal, valid, and binding obligation of each of Reliability and Merger Sub, as applicable, enforceable against each of Reliability and Merger Sub, as applicable, in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions. Each of Reliability and Merger Sub has the absolute and unrestricted right, power, authority, and capacity to execute and deliver, and to perform its respective obligations under, this Agreement and each Transaction Document to which it is a party.

(b)               Neither the execution and delivery of this Agreement or of any of the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

(i)                 contravene, conflict with, or violate (A) any Organizational Document of Reliability or Merger Sub, or (B) any resolution adopted by the Reliability Board or the Board of Directors of Merger Sub (or Persons exercising similar authority) or any of their respective shareholders;

(ii)              to the Knowledge of Reliability, contravene, conflict with, or violate, or give any Governmental Authority or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief under, any Law or Governmental Order to which Reliability or Merger Sub, or any assets owned or used by Reliability or Merger Sub, could be subject;

(iii)            contravene, conflict with, violate, result in the loss of any benefit to which either Reliability or Merger Sub is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Governmental Authorization held by Reliability or Merger Sub or that otherwise relates to the business of, or any assets owned or used by, Reliability or Merger Sub, except to the extent that the forgoing would not cause a Material Adverse Effect on either Reliability or Merger Sub;

(iv)             cause Reliability or Maslow or the Surviving Corporation to become subject to, or to become liable for payment of, any Tax, except to the extent that the forgoing would not cause a Material Adverse Effect on Reliability or Maslow or the Surviving Corporation;

(v)               to the Knowledge of Reliability, cause any assets owned or used by Reliability or Merger Sub to be reassessed or revalued by any Governmental Authority;

(vi)             breach, or give any Person the right to declare a default or exercise any remedy or to obtain any additional rights under, or to accelerate the maturity or performance of, or payment under, or cancel, terminate, or modify, any Contract to which Reliability or Merger Sub is a party, except to the extent that the forgoing would not cause a Material Adverse Effect on either Reliability or Merger Sub;

(vii)          result in the imposition or creation of any Encumbrance upon, or with respect to, any assets owned or used by Reliability or Merger Sub; or

(viii)        result in, or give any other Person the right or option to cause or declare: (A) a loss of any Reliability Owned Intellectual Property, (B) the release, disclosure, or delivery of any Reliability Owned Intellectual Property by or to any escrow agent or other Person, or (C) the grant, assignment, or transfer to any other Person of any license, Encumbrance, or other right or interest under, to, or in any Reliability Owned Intellectual Property.

(c)               Other than the receipt of the approval of the Reliability as the sole shareholder of Merger Sub, which has been obtained prior to the Effective Date, neither Reliability or Merger Sub is or shall be required to give notice to, or obtain Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, or in order to be able to continue the business of Reliability or the Surviving Corporation following the Closing in substantially the same manner as conducted prior to the Closing.

Section 4.05       Reliability Financial Statements. Complete copies of Reliability’s financial statements consisting of the balance sheet of Reliability as at December 31 in each of the years 2018 and 2017 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended (the “Reliability Financial Statements”) are included in the SEC Reports. The Reliability Financial Statements are based on the books and records of Reliability, and fairly present the financial condition of Reliability as of the respective dates they were prepared and the results of the operations of Reliability for the periods indicated, in all material respects.

Section 4.06       Undisclosed Liabilities. Reliability has no Liabilities, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, including without limitation any penalties, interest and/or excise tax as may be applicable, except (a) those which are adequately reflected or reserved against in the Reliability Financial Statements, and (b) those which have been incurred in the Ordinary Course of Business since the date of the Reliability Financial Statements and which are not, individually or in the aggregate, material in amount.

Section 4.07       Absence of Certain Changes, Events and Conditions. Other than as set forth in the SEC Reports or as contemplated by this Agreement or Transaction Documents, since the date of the Reliability Financial Statements, and other than in the Ordinary Course of Business, there has not been, with respect to Reliability, any:

(a)               event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Reliability or Merger Sub;

(b)               amendment of the charter, by-laws or other Organizational Documents of Reliability or Merger Sub;

(c)               split, combination or reclassification of any shares of the capital stock of Reliability or Merger Sub;

(d)               issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of the capital stock of Reliability or Merger Sub;

(e)               declaration or payment of any dividends or distributions on or in respect of any of the capital stock of Reliability or Merger Sub or redemption, purchase or acquisition of the capital stock Reliability or Merger Sub;

(f)                material change in any method of accounting or accounting practice of Reliability or Merger Sub, except as disclosed in the notes to the Reliability Financial Statements;

(g)               material change in Reliability’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

(h)               entry into any Contract that would constitute a Material Contract;

(i)                 incurrence, assumption or guarantee of any material indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business;

(j)                 transfer, assignment, sale or other disposition of any material amount of assets shown or reflected in the Reliability Financial Statements or cancellation of any material debts or material entitlements;

(k)               transfer, assignment or grant of any license or sublicense of any rights under or with respect to any Reliability Owned Intellectual Property;

(l)                 material damage, material destruction or loss (whether or not covered by insurance) to property of Reliability or Merger Sub, except for ordinary wear and tear;

(m)             any capital investment by Reliability or Merger Sub in, or any loan to, any other Person;

(n)               acceleration, termination, modification to or cancellation of any Material Contract to which Reliability or Merger Sub is a party or by which it is bound;

(o)               any capital expenditures by Reliability or Merger Sub in excess of $5,000;

(p)               imposition of any Encumbrance upon any of Reliability’s or Merger Sub’s properties, capital stock or assets, tangible or intangible;

(q)               (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of Reliability’s or Merger Sub’s employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees of Reliability or Merger Sub, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractor or consultant of Reliability or Merger Sub;

(r)                adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of Reliability or Merger Sub, or (ii) collective bargaining or other agreement with a union, in each case whether written or oral, involving Reliability or Merger Sub;

(s)                any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of Reliability’s or Merger Sub’s stockholders, directors, officers and employees;

(t)                 entry into a material new line of business or abandonment or discontinuance of existing material lines of business by Reliability or Merger Sub;

(u)               adoption by Reliability or Merger Sub of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against either Reliability or Merger Sub under any similar Law;

(v)               purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business, in each case by or with respect to Reliability or Merger Sub;

(w)             acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof by Reliability or Merger Sub; or

(x)               action by Reliability or Merger Sub to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Reliability in respect of any Post-Closing Tax Period.

Section 4.08       Material Contracts. Each Reliability Material Contract is valid and binding on Reliability in accordance with its terms and is in full force and effect, except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions. Neither Reliability nor any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Reliability Material Contract. To the Knowledge of Reliability, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Reliability Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Reliability Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Reliability.

Section 4.09       Title to Assets. Reliability has good and valid title to assets reflected in the Reliability Financial Statements or acquired thereafter, other than properties and assets sold or otherwise disposed of in the Ordinary Course of Business since the date of the Reliability Financial Statements. All such properties and assets are free and clear of Encumbrances except for the Permitted Encumbrances.

Section 4.10       Legal Proceedings; Governmental Orders.

(a)               To the Knowledge of Reliability, there are no Actions pending or threatened (a) against or by Reliability affecting any of its properties or assets; or (b) against or by Reliability, that challenges or seeks to prevent, enjoin or otherwise delay the Contemplated Transactions. To the Knowledge of Reliability, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(b)               To the Knowledge of Reliability, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting Reliability or any of its properties or assets. To the Knowledge of Reliability, no event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Section 4.11       Compliance with Laws; Permits.

(a)               Reliability and Merger Sub have complied in all material respects, and are now complying in all material respects, with all Laws applicable to either of them or their business, properties or assets, including being current in all of Reliability’s reporting obligations under federal securities laws and regulations; and all prior issuances of securities have been either registered under the Securities Act, or exempt from registration; and neither Reliability nor Merger Sub is in violation or breach of, conflict with, in default under (with or without the passage of time or the giving of notice or both) any provisions of (i) its Organizational Documents or (ii) any mortgage, indenture, lease, license or any other agreement or instrument.

(b)               All material Permits required for Reliability to conduct its business have been obtained by it and are valid and in full force and effect, except as would not reasonably be expected to result in a Material Adverse Effect on Reliability. All fees and charges with respect to such Permits as of the Effective Date have been paid in full. To the Knowledge of Reliability, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit material to the operations of Reliability.

(c)               No order suspending the effectiveness of any registration statement of Reliability under the Securities Act or the Exchange Act has been issued by the SEC and, to Reliability’s knowledge, no proceedings for that purpose have been initiated or threatened by the SEC.

(d)               Neither Reliability nor Merger Sub is and has not been, and the present officers, directors and affiliates of Reliability and Merger Sub are not and have not, been the subject of, nor does any officer or director of Reliability or Merger Sub have any reason to believe that Reliability or Merger Sub or any of their respective officers, directors or affiliates regarding Reliability or the Merger Sub will be the subject of, any civil or criminal proceeding or investigation by any federal or state agency alleging a violation of securities laws related to Reliability or Merger Sub.

(e)               Neither Reliability nor Merger Sub has, and present officers, directors and affiliates of Reliability and Merger Sub have not, been the subject of, nor does any officer or director of Reliability or Merger Sub have any reason to believe that Reliability or Merger Sub or any of their respective officers, directors or affiliates regarding Reliability or the Merger Sub will be the subject of, any civil, criminal or administrative investigation or proceeding brought by any federal or state agency related to Reliability or Merger Sub.

Section 4.12       Taxes. 

(a)               All Tax Returns required to be filed on or before the Closing Date by Reliability or Merger Sub have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all material respects. All Taxes due and owing by Reliability or Merger Sub (whether or not shown on any Tax Return) have been, or will be, timely paid.

(b)               Reliability has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law.

(c)               No claim has been made by any taxing authority in any jurisdiction where Reliability or Merger Sub does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction.

(d)               No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Reliability or Merger Sub, other than for the year ended December 31, 2018.

(e)               The amount of Reliability’s and Merger Sub’s Liability for unpaid Taxes for all periods ending on or before December 31, 2018 does not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the Reliability Financial Statements. The amount of Reliability’s and Merger Sub’s Liability for unpaid Taxes for all periods following the end of the recent period covered by the Reliability Financial Statements shall not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) as adjusted for the passage of time in accordance with the past custom and practice of Reliability (and which accruals shall not exceed comparable amounts incurred in similar periods in prior years).

(f)                All deficiencies asserted, or assessments made, against Reliability or Merger Sub as a result of any examinations by any taxing authority have been fully paid.

(g)               Neither Reliability nor Merger Sub is a party to any Action by any taxing authority. To the Knowledge of Reliability, there are no pending or threatened Actions by any taxing authority.

(h)               There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the assets of Reliability or Merger Sub.

(i)                 Neither Reliability nor Merger Sub is a party to, or bound by, any Tax indemnity, Tax-sharing or Tax allocation agreement.

(j)                 Neither Reliability nor Merger Sub is a party to, or bound by, any closing agreement or offer in compromise with any taxing authority.

(k)               No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to Reliability or Merger Sub.

(l)                 Neither Reliability nor Merger Sub has been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. Neither Reliability nor Merger Sub has any Liability for Taxes of any Person (other than Reliability or Merger Sub) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign Law), as transferee or successor, by contract or otherwise.

(m)             Neither Reliability nor Merger Sub is has agreed to make, nor are either of them required to make, any adjustment under Sections 481(a) or 263A of the Code or any comparable provision of state, local or foreign Tax Laws by reason of a change in accounting method or otherwise. Neither Reliability nor Merger Sub is has taken any action that could defer a Liability for Taxes of Reliability or Merger Sub from any Pre-Closing Tax Period to any Post-Closing Tax Period.

(n)               Neither Reliability nor Merger Sub is a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2. Neither Reliability nor Merger Sub is, nor have either Reliability or Merger Sub been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(a) of the Code.

(o)               Neither Reliability nor Merger Sub has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

(p)               Neither Reliability nor Merger Sub is, and each of them have not been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b).

(q)               There is currently no limitation on the utilization of net operating losses, capital losses, built-in losses, tax credits or similar items of Reliability or Merger Sub under Sections 269, 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder (and comparable provisions of state, local or foreign Law).

(r)                Neither Reliability nor Merger Sub has entered into a gain recognition agreement pursuant to Treasury Regulations Section 1.367(a)-8. Neither Reliability nor Merger Sub has transferred an intangible the transfer of which would be subject to the rules of Section 367(d) of the Code.

(s)                None of the assets of Reliability or Merger Sub is property that either Reliability or Merger Sub is required to treat as being owned by any other person pursuant to the so-called “safe harbor lease” provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended.

Section 4.13       Books and Records. Since 2015, the minute books and stock record books of Reliability and Merger Sub, all of which have been made available to Maslow, are complete and correct in all material respects and have been maintained in accordance with sound business practices. The existing minute books of Reliability and Merger Sub contain accurate and complete records of all meetings, and actions taken by written consent of, the stockholders, the Reliability Board, the Board of Directors of Merger Sub and any committees of the Reliability Board or the Board of Directors of Merger Sub in all material respects. At the Closing, all of those books and records will be in the possession of Reliability. Notwithstanding the immediately foregoing statement Mr. Eberwein and his Affiliates shall be permitted to copies of items in order to comply with internal retention and reporting policies.

Section 4.14       Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions or any other Transaction Document based upon arrangements made by or on behalf of Reliability or Merger Sub.

Section 4.15       No Insolvency; Litigation. The payment of the Merger Consideration and the other amounts as set forth herein as required to comply with the terms of this Agreement will not cause Reliability to become insolvent or where previously able thereafter unable to pay its debts as they become due or continue its business following the Closing. Neither Reliability nor Merger Sub is or has been the subject of any voluntary or involuntary bankruptcy proceeding, nor is it or has it been a party to any material litigation or, within the past two years, the subject of any threat of material litigation. Litigation shall be deemed “material” if the amount at issue exceeds the lesser of $5,000 per matter or $15,000 in the aggregate.

Section 4.16       Full Disclosure. No representation or warranty by Reliability or Merger Sub in this Agreement and no statement contained in the Reliability Disclosure Schedules or any certificate or other document furnished or to be furnished to Maslow or the Shareholders pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

Article V Other Parties Representations and Warranties

Each of Mr. Eberwein, Mr. Doki, and Ms. Valleru (each, a “Representing Party”) represent and warrant to each other Party that the statements contained in this Article V are true and correct as with respect to such Representing Party.

Section 5.01       Organization and Authority. Such Representing Party is an individual or is an entity duly organized, validly existing and in good standing under the Laws of the State of its organization, as applicable, and has full power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted, except, in each case, where the failure to be so organized, existing and in good standing (or the equivalent thereof) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Representing Party or reasonably be expected to prevent, materially impair or materially delay such Representing Party’s ability to consummate the Contemplated Transactions. Such Representing Party is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary except, in each case, where the failure to be so licensed and in good standing (or the equivalent thereof) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Representing Party or reasonably be expected to prevent, materially impair or materially delay Reliability or Maslow’s ability to consummate the Contemplated Transactions. All actions taken by such Representing Party in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing. If it is an entity, such Representing Party is not in default or in violation of any of its Organizational Documents.

Section 5.02       Enforceability and Authority; No Conflicts; Consents.

(a)               This Agreement has been duly executed and delivered by such Representing Party and constitutes the legal, valid, and binding obligation of each of each of such Representing Party, enforceable against such Representing Party in accordance with its terms except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions. Upon the execution and delivery of the Transaction Documents by such Representing Party, each Transaction Document will constitute the legal, valid, and binding obligation of such Representing Party enforceable against such Representing Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions. Such Representing Party has the absolute and unrestricted right, power, authority, and capacity to execute and deliver, and to perform its respective obligations under, this Agreement and each Transaction Document to which it is a party.

(b)               Neither the execution and delivery of this Agreement or of any of the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

(i)                 contravene, conflict with, or violate (A) any Organizational Document of such Representing Party, or (B) any resolution adopted by the Board of Directors of such Representing Party (or Persons exercising similar authority) or any of their respective shareholders; or

(ii)              to the Knowledge of such Representing Party, contravene, conflict with, or violate, or give any Governmental Authority or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief under, any Law or Governmental Order to which such Representing Party, or any assets owned or used by Reliability or Merger Sub, could be subject.

(c)               Such Representing Party is not required to give notice to, or obtain Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, or where such Representing Party is required to give notice or obtain Consent, such Representing Party has duly provided notice and obtained Consent, if required, prior to the Effective Date.

Section 5.03       Investment Purpose. The representations in this Section 5.03 are being given by the Shareholders alone. The Shareholders are acquiring the Merger Consideration solely for their respective own accounts for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Each Shareholder acknowledges that the shares of Reliability Common Stock constituting the Merger Consideration are not registered under the Securities Act or any state securities laws, and that Reliability Common Stock constituting the Merger Consideration may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Section 5.04       Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions or any other Transaction Document based upon arrangements made by or on behalf of such Representing Party.

Section 5.05       Full Disclosure. No representation or warranty by such Representing Party in this Agreement and no statement contained in the any certificate or other document furnished or to be furnished by such Representing Party pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

Article VI Covenants and Agreements

Section 6.01       Reliability Actions Prior to the Closing The Parties acknowledge and agree that, following the Effective Date and prior to the Closing, Reliability shall undertake the following actions:

(a)               Reliability shall undertake such actions as required to effect the Debt Conversion, pursuant to agreements and documents as reasonably acceptable to Reliability, Mr. Eberwein and Maslow.

(b)               As soon as reasonably practicable following the Effective Date, Reliability shall file a Schedule 14F-1 with the United States Securities and Exchange Commission, the reasonable cost of which may be properly accrued and assumed by the Surviving Corporation, subject to the $20,000 total limitation in Section 10.01(b). The Parties acknowledge that legal counsel for Maslow shall prepare the 14F-1 for Reliability’s approval, and that the costs of such counsel shall be included in such $20,000 limitation.