Exhibit 10.1

STOCK PURCHASE AGREEMENT

by and among

JANEL CORPORATION,

indCo, inc.,

and

tennessee valley ventures ii, l.p

Dated as of March 21, 2016

Effective as of March 1, 2016

Table of Contents

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “ Agreement ”) is dated as of March 21, 2016, by and among JANEL CORPORATION, a Nevada corporation (the “ Buyer ”), INDCO, INC., a Tennessee corporation (the “ Company ”), and Tennessee Valley Ventures II, L.P., a Delaware limited partnership (“ TVV ”). Certain terms used in this Agreement are defined in Section 7.6 hereof. An index of defined terms used in this Agreement is attached as Annex A hereto.

WHEREAS, TVV and C. Mark Hennis (“ Hennis ”) (collectively, the “ Stockholders ”) own beneficially and of record all of the outstanding shares of common stock of the Company, with TVV owning 97.07% of the outstanding shares of common stock of the Company; and

WHEREAS, TVV desires to sell to the Buyer, and the Buyer desires to purchase from TVV, the 601,042 shares of common stock of the Company set forth under the heading “Shares of Stock” on Exhibit A attached hereto (the “ Stock ”) on the terms and conditions set forth herein (the “ Stock Purchase ”).

NOW THEREFORE, in consideration of the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I
PURCHASE AND SALE OF THE STOCK; CLOSING

Section 1.1             Transfer of Stock; Further Assurances . Subject to the terms and conditions set forth herein, at the Closing, the Buyer shall purchase, acquire and accept from the TVV, and TVV shall sell, transfer, assign, convey and deliver to the Buyer, all right, title and interest in and to the Stock, free and clear of any and all Encumbrances. For the avoidance of doubt, the Stock so purchased does not include the 18,125 shares of common stock of the Company set forth under the heading “Shares of Rollover Stock” on Exhibit A , which shall be retained by Hennis as set forth on Exhibit A . TVV shall on the Closing Date execute and deliver to the Buyer and the Company stock certificates accompanied by executed stock powers sufficient to transfer, convey, and assign the Stock to the Buyer.

Section 1.2            Closing. The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place concurrently with the execution of this Agreement on the date hereof (the “ Closing Date ”). Notwithstanding the actual Closing Date, the Closing shall be effective as of 12:01 a.m. (Eastern Time) on March 1, 2016 (the “ Effective Date ”). In lieu of an in person Closing, the Closing may instead be accomplished by facsimile or email (in PDF format) transmission to the respective offices of legal counsel for the parties of the requisite documents, duly executed where required, delivered upon actual confirmed receipt.

Section 1.3             Purchase Price and Payment .

(a)           The parties hereby agree that, at the Closing and in consideration of the sale by TVV to the Buyer of the Stock and in reliance upon the representations and warranties of the parties herein contained and subject to the satisfaction of all of the conditions contained herein, the Buyer shall pay to TVV an aggregate amount of cash (the “ Closing Date Payment ”) equal to:

(i)           $11,000,000, which includes a $50,000 non-refundable amount deposited by Buyer with McKenzie Laird, PLLC on March 15, 2016; plus

(ii)          an amount equal to the Estimated Cash and Cash Equivalents (as defined in Section 1.3(e) ); plus

(iii)         $100,000, minus the amount of the loan payment made to Pinnacle Bank on March 1, 2016, as consideration for the period from March 1, to the Closing Date; plus

(iv)         if the Estimated Working Capital (as defined in Section 1.3(e) ) is greater than the Target Working Capital, then an amount equal to the difference between the Estimated Working Capital and the Target Working Capital; minus

(v)          an amount equal to the Estimated Indebtedness (as defined in Section 1.3(e) ); minus

(vi)         an amount equal to the Estimated Company Expenses (as defined in Section 1.3(e) ); minus

(vii)        if the Estimated Working Capital is less than the Target Working Capital, then an amount equal to the difference between the Target Working Capital and the Estimated Working Capital; minus

(viii)       the Escrow Amount (as defined in Section 1.3(d) ); and minus

(ix)          the Rollover Amount.

(b)           At the Closing, the Buyer shall, on behalf of the Company, repay, or shall cause to be repaid, the Estimated Indebtedness set forth on Schedule 1.3(b) . The Buyer and the Company will cooperate in arranging for such repayment and shall take such reasonable actions as may be necessary to facilitate such repayment and to facilitate the release, in connection with such repayment, of any Encumbrances securing the Indebtedness.

(c)           At the Closing, the Buyer shall, on behalf of the Company or TVV, pay all Estimated Company Expenses.

(d)           At the Closing, Buyer shall deposit $500,000.00 (the “ Escrow Amount ”) into an interest-bearing escrow account at Fifth Third Bank (the “ Escrow Agent ”). The Escrow Agent shall hold the Escrow Amount and all interest and other amounts earned thereon in an escrow account (the “ Escrow Account ”) for purposes of securing any amounts payable by TVV on account of indemnification obligations under Section 6.2(a) hereof and certain other amounts payable hereunder in accordance with this Agreement and the agreement among TVV, the Buyer, and the Escrow Agent in substantially the form set forth in Exhibit B attached hereto (the “ Escrow Agreement ”).

(i)           Within five (5) Business Days following the ninetieth (90 ^th ) day after the Closing Date (the “ Release Date ”), the Escrow Amount, minus (x) the amount of any Losses previously offset against the Escrow Amount pursuant to the Escrow Agreement and Section 6.3 hereof, minus (y) the amount of any costs and expenses previously paid out of the Escrow Account in accordance with this Agreement, and minus (z) the amount of any indemnity claims asserted by the Buyer Indemnified Parties in good faith pursuant to Section 6.2 prior to the Release Date and which remain in dispute as of the Release Date (any amount described in clause (z) of this sentence, an “ Unresolved Amount ”), shall be released from the Escrow Account and paid over to TVV, by confirmed wire transfer of immediately available funds, with the costs of such disbursement paid from the Escrow Account. In the event it is finally determined, in accordance with Article VI , that any Unresolved Amount withheld from release pursuant to the preceding sentence is not subject to indemnification by the Seller Indemnifying Parties under Section 6.2 , such amount shall be released from the Escrow Account and paid over to TVV, by confirmed wire transfer of immediately available funds, within five (5) Business Days following such determination.

(ii)          The Buyer, on one hand, and TVV, on the other hand, shall each pay fifty percent (50%) of the fees, expenses and costs associated with establishing and maintaining the Escrow Account in accordance with this Agreement and the Escrow Agreement, provided that the costs of disbursements shall be paid from the Escrow Account.

(iii)         The Buyer and TVV agree to promptly provide the Escrow Agent with jointly executed written instructions to disburse or retain the Escrow Amount (or a portion thereof, as applicable) from the Escrow Account in accordance with this Agreement and the Escrow Agreement.

(e)           The Company has delivered to the Buyer a statement (the “ Estimated Closing Statement ”) containing the Company’s good faith estimates of the Company’s (i) Cash and Cash Equivalents as of the Adjustment Time (the “ Estimated Cash and Cash Equivalents ”), outstanding Indebtedness as of the Adjustment Time, excluding the indebtedness evidenced by the Hennis Redemption Note (the “ Estimated Indebtedness ”), Net Working Capital, which shall be consistent with the sample calculation set forth in Exhibit C , as of the Adjustment Time (the “ Estimated Working Capital ”), outstanding Company Expenses as of the Adjustment Time (the “ Estimated Company Expenses ”), and (ii) calculation of the Closing Date Payment based on such estimates.

Section 1.4             Post-Closing Adjustments .

(a)           Within ninety (90) days following the Closing Date, the Buyer shall prepare and deliver to TVV a written statement (the “ Closing Statement ”) which shall include (i) the Buyer’s calculations of the Company’s (A) Cash and Cash Equivalents as of the Adjustment Time, (B) Indebtedness outstanding as of the Adjustment Time, excluding the indebtedness evidenced by the Hennis Redemption Note, (C) Net Working Capital as of the Adjustment Time and (D) Company Expenses outstanding as of the Adjustment Time and (ii) the Buyer’s calculation of the Closing Date Payment based upon the Closing Statement (including provision for a 2.93% adjustment for the Rollover Amount). The Closing Statement (and the components thereof) will be prepared and determined in accordance with GAAP as modified by the definitions of Cash and Cash Equivalents, Indebtedness (excluding the Hennis Redemption Note), Company Expenses and Net Working Capital (and the Net Working Capital calculation shall be consistent with the sample working capital calculation set forth on Exhibit C ). The preparation of the Closing Statement shall be for the sole purpose of determining the Final Closing Date Payment (as defined below). TVV shall have thirty (30) days following the receipt of the Closing Statement (the “ Review Period ”) to review the same. On or before the expiration of the Review Period, TVV shall deliver to the Buyer a written statement setting forth in reasonable detail (y) any specific item on the Closing Statement which TVV believes has not been prepared in accordance with this Agreement and the correct amount of such specific item and (z) TVV’s alternative calculation of the Closing Date Payment (the “ Closing Statement Response Notice ”). Any items not specifically objected to in the Closing Statement Response Notice will be deemed to have been accepted by, and will be binding and conclusive on, TVV on the thirtieth (30th) day following delivery of the Closing Statement to TVV. If TVV does not deliver such Closing Statement Response Notice to the Buyer within the Review Period, TVV shall be deemed to have accepted the Closing Statement in its entirety and the Closing Statement (and the determination of the Closing Date Payment set forth therein) shall be binding and conclusive on the parties and not subject to appeal.

(b)           The amount of the Closing Date Payment set forth on the Closing Statement, as accepted or deemed accepted under Section 1.4(a) or as determined in accordance with Section 1.4(c) , shall constitute the “ Final Closing Date Payment ” for purposes of this Agreement.

(c)           In the event that TVV delivers a Closing Statement Response Notice within the Review Period, the Buyer and TVV shall in good faith attempt to resolve any specific objections set forth in such Closing Statement Response Notice. Any such specific objections which cannot be resolved between the Buyer and TVV within thirty (30) days following the Buyer’s receipt of the Closing Statement Response Notice shall be resolved in accordance with this Section 1.4(c) ; provided , that neither the Buyer nor TVV shall be permitted to raise any objection to the Estimated Closing Statement or the Closing Statement, as applicable, unless such objection is raised in the Closing Statement or the Closing Statement Response Notice, respectively, as opposed to any amendment or restatement thereof, none of which shall be permitted. Should TVV and the Buyer not be able to resolve such specific objections set forth in the Closing Statement Response Notice (such specific unresolved items, the “ Outstanding Disputed Items ”), within the thirty (30) day period described above, either party may submit only the Outstanding Disputed Items to Crowe Horwath LLP (the “ Accounting Referee ”) for review and resolution, with instructions to complete the same as promptly as practicable, but in any event within thirty (30) days of its engagement. If any Outstanding Disputed Item is submitted to the Accounting Referee for resolution, the Accounting Referee shall determine, based solely on written submissions or presentations by the Buyer and TVV and their respective Representatives and not by independent review, the value of the Outstanding Disputed Items. In determining such amounts, the Accounting Referee: (A) shall be bound by the principles set forth in this Section 1.4 , and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any party in the Closing Statement or the Closing Statement Response Notice, as applicable, or less than the smallest value for such item claimed by any party in the Closing Statement or the Closing Statement Response Notice, as applicable. Such Accounting Referee shall review only the Outstanding Disputed Items and shall deliver a written statement setting forth its resolution of the dispute, which statement shall include its calculation of: (1) Cash and Cash Equivalents as of the Adjustment Time, (2) Indebtedness outstanding as of the Adjustment Time, (3) Net Working Capital as of the Adjustment Time, and (4) Company Expenses outstanding as of the Adjustment Time and the Closing Date Payment, each calculated using non-disputed items and the Accounting Referee’s determinations of the Outstanding Disputed Items. Such calculations, absent manifest error, shall be determinative of the Final Closing Date Payment and shall be binding and conclusive on the parties and not subject to appeal. The fees and costs of the Accounting Referee, if one is required, shall be payable one-half (1/2) by the Buyer, on the one hand, and one-half (1/2) by TVV, on the other hand.

(d)           In the event that the Final Closing Date Payment is less than the Closing Date Payment, TVV shall pay such shortfall amount to the Buyer by wire transfer of immediately available funds. In the event the Final Closing Date Payment exceeds the Closing Date Payment, the Buyer shall pay to TVV an amount in cash equal to such excess amount. Any payment due under this Section 1.4(d) shall be made within five (5) Business Days of the determination of the Final Closing Date Payment.

Section 1.5             Withholding . The Buyer shall be entitled to deduct and withhold from the Purchase Price, including, for the avoidance of doubt, any adjustment to the Purchase Price pursuant to Section 1.4 , and any other payment under this Agreement, any withholding Taxes or other amounts required under the Code or any Law to be deducted and withheld. To the extent that any such amounts are so deducted or withheld, such amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Section 1.6             Purchase Price . All amounts paid by the Buyer to or on behalf of the Company or TVV under this Agreement and the Escrow Agreement, including the Closing Date Payment, are referred to herein as the “ Purchase Price ”.

Section 1.7             Deliveries at the Closing .

(a)          At the Closing, TVV shall deliver the following items to the Buyer:

(i)           a counterpart of this Agreement, duly executed by the Company and TVV;

(ii)          the stock certificates representing the Stock and accompanied by an appropriate stock power, duly executed by TVV;

(iii)         resignations of all directors and non-continuing officers of the Company;

(iv)         the consents listed on Schedule 2.3 , duly executed;

(v)          an officer’s Certificate of the Company certifying as to (A) its Bylaws, as amended, (B) resolutions of each of the Company’s stockholders and board of directors authorizing the transactions contemplated by this Agreement, and (C) a good standing certificate issued as of a recent date by the Secretary of State of the States of Tennessee and Indiana;

(vi)         the Hennis Employment Agreement and the Wilberding Employment Agreement, duly executed by Hennis and Kris Wilberding (“ Wilberding ”);

(vii)        the Escrow Agreement, duly executed by TVV;

(viii)       the Charter and all amendments thereto of the Company, duly certified as of a recent date by the Secretary of State of Tennessee;

(ix)          documentation satisfactory to the Buyer to release all Encumbrances (other than Permitted Encumbrances) on the Stock and the Company’s assets; and

(x)           An estoppel certificate and consent to assignment from the lessor under each Leased Real Property in form and substance reasonably satisfactory to the Buyer.

(b)          At the Closing, the Buyer shall deliver the following items to TVV:

(i)           the Hennis Employment Agreement and the Wilberding Employment Agreement, duly executed by the Company;

(ii)          the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and

(iii)         an officer’s Certificate of the Buyer certifying as to (A) its Bylaws, as amended, (B) resolutions of the Buyer’s board of directors authorizing the transactions contemplated by this Agreement, and (C) a good standing certificate issued by the Secretary of State of the State of Nevada dated within five (5) Business Days of the Closing.

Article II
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY AND TVV  

In order to induce the Buyer to enter into this Agreement and the other Transaction Agreements, the Company and TVV hereby jointly and severally make the following representations and warranties contained in this Article II to the Buyer.

Section 2.1             Organization and Power . The Company is a corporation duly organized, validly existing and in good standing under the Laws of Tennessee. The Company has full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. The Company is qualified to do business as a foreign entity in the State of Indiana and is not required by any Law to be qualified or registered to do business as a foreign corporation in any other jurisdiction. The Company has all required corporate power and authority to enter into and perform this Agreement and the other Transaction Agreements to which it is a party and to carry out the transactions contemplated hereby and thereby. Copies of the charter and by-laws or any other similar organizational or governing documents (collectively, the “ Organizational Documents ”) of the Company have been delivered to the Buyer by the Company and are correct and complete in all respects and no amendments thereto are pending.

Section 2.2            Authorization. The Company has full right, authority, power and legal capacity to enter into this Agreement and the other Transaction Agreements executed and delivered by or on behalf of the Company, and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the other Transaction Agreements to which the Company is a party have been duly authorized by all necessary corporate action of the Company. This Agreement and the other Transaction Agreements executed and delivered by or on behalf of the Company have been duly executed and delivered by the Company, and, assuming due authorization, execution and delivery of this Agreement and the other Transaction Agreements to which the Company is a party by the other parties hereto and thereto, this Agreement and such other Transaction Agreements to which it is a party constitute legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject only to General Enforceability Exceptions.

Section 2.3             Non-Contravention . The execution, delivery and performance by the Company of this Agreement and the other Transaction Agreements executed and delivered by or on behalf of the Company, and the performance of the transactions contemplated by this Agreement and such other Transaction Agreements did not, do not and will not: (a) violate or result in a violation of, conflict with or constitute or result in violation of or a default (whether after the giving of notice, lapse of time or both) under any of the Organizational Documents of the Company; (b) violate or result in a violation of, conflict with or constitute or result in violation of or a default (whether after the giving of notice, lapse of time or both) or loss of benefit under or granted by, any provision of any Law, or any restriction imposed by any Governmental Authority applicable to the Company; (c) except as set forth on Schedule 2.3 , require the Company to provide any notice to, make any declaration or filing with, or obtain the consent or approval of, any Governmental Authority or other Person; (d) violate or result in a violation of or constitute a default (whether after the giving of notice, lapse of time or both) under, give rise to or accelerate any obligation under, or give rise to a right of termination of or result in a loss of benefit under any agreement, contract, instrument, mortgage, lien, lease, permit, license, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which any of the Company’s assets or the Stock is bound, or result in the creation or imposition of any Encumbrance on any of the Company’s assets or the Stock; or (e) result in TVV having the right to exercise dissenters’ appraisal rights.

Section 2.4             Capitalization . Schedule 2.4 sets forth all of the authorized Equity Interests of the Company. All of the issued and outstanding Equity Interests of the Company are owned beneficially and of record as set forth on Schedule 2.4 , free and clear of any Encumbrances. All of the issued and outstanding Equity Interests of the Company have been duly and validly issued, are fully paid and non-assessable and were issued in compliance with all applicable securities Laws. Other than as set forth on Schedule 2.4 , there are no outstanding subscriptions, preemptive rights, rights of first refusal, agreements, arrangements or commitments of any kind for or relating to the issuance, sale, registration or voting of, or outstanding securities convertible into or exchangeable for, any Equity Interests of the Company. The Company has no obligation to purchase, redeem, or otherwise acquire any of its Equity Interests. The powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of the Stock are as set forth in the Organizational Documents delivered to the Buyer.

Section 2.5             Subsidiaries and Investments . The Company owns no Equity Interests in any other Person and has no outstanding loans or advances to or from any officer, director or Equity Interest holder of the Company. The Company does not own, directly or indirectly, or have the right or obligation (contingent or otherwise) to acquire, any Equity Interests in any other Person.

Section 2.6             Financial Statements; Accounting Controls; Financial Projections .

(a)           The Company has delivered to the Buyer the following financial statements, copies of which are attached hereto as Schedule 2.6(a) (collectively, the “ Financial Statements ”): (i) the audited balance sheet of the Company as of December 31, 2014 (the “ Base Balance Sheet ”) and the audited statements of income, retained earnings, and cash flows for the year then ended, (ii) the audited balance sheet of the Company as of December 31, 2013 and the audited statements of income, retained earnings and cash flows for the year then ended, (iii) the unaudited balance sheet of the Company as of December 31, 2015 and the unaudited statements of income and cash flows for the twelve (12) month period then ended; and (iv) the unaudited balance sheet of the Company as of February 29, 2016 and the unaudited statements of income and cash flows for the two (2) month period then ended.

(b)           Except as set forth on Schedule 2.6(b) and, with respect to the unaudited Financial Statements, subject to the absence of footnotes and normal recurring year-end audit adjustments, (the effect of which will not be, individually or in the aggregate, material in nature or amount), each of the Financial Statements (including the notes thereto, if any) is in all material respects accurate and complete, is consistent with the books and records of the Company (which, in turn, are accurate and complete in all material respects), has been in all material respects prepared in good faith and in accordance with GAAP consistently applied, and presents fairly the financial condition of the Company as of the respective dates thereof and the operating results, cash flows and changes in stockholders’ equity of the Company for the periods covered thereby.

Section 2.7             Absence of Undisclosed Liabilities . The Company does not have any liabilities or obligations, of any nature, whether accrued, absolute, contingent, asserted, unasserted, known or unknown, or otherwise, except liabilities or obligations (a) reflected or reserved against in the Base Balance Sheet, (b) current liabilities incurred in the ordinary course of business reflected on the Closing Statement, or (c) set forth on Schedule 2.7 .

Section 2.8             Absence of Certain Developments . Since January 1, 2015, the Company has conducted its business only in the ordinary course of business and, except as set forth on Schedule 2.8 , there has not been:

(a)           any change or event, by itself or in conjunction with all other changes or events, that has had, or would reasonably be likely to have, a material adverse effect on the assets, condition (financial or other), properties, business, operations or prospects of the Company;

(b)           any Encumbrance placed on any of the properties of the Company, other than Encumbrances for Taxes not yet due and payable or for Taxes being contested in good faith by appropriate proceedings for which adequate reserves have been made on the Financial Statements;

(c)           any purchase, sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of any properties or assets by the Company, for at least $25,000 individually, and in each case outside of the ordinary course of business;

(d)           any damage, destruction or loss of property, of at least $25,000 in value, whether or not covered by insurance;

(e)           any declaration, setting aside or payment of any dividend or other distribution by the Company in respect of the Equity Interests of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of Equity Interests;

(f)            except in the ordinary course of business, (i) any hiring, resignation, termination or removal of any officer or employee of the Company, or (ii) any increase in the compensation of any employee of the Company or any promise or agreement to change the compensation of any employee of the Company;

(g)           any establishment, adoption, amendment or termination of any Employee Benefit Program;

(h)           any issuance, sale or grant, or contract to issue, sell or grant any Equity Interests of the Company or any options, warrants or other rights with respect to the Equity Interests of the Company;

(i)            any payment or discharge of a material Encumbrance or material liability of the Company, other than the payment or discharge of any Encumbrance or liability in the ordinary course of business;

(j)            any change to any Tax election or any method of accounting for Tax purposes, or any action in respect of Taxes (other than the payment of Taxes when due in the ordinary course) or with any Governmental Authority;

(k)           any contingent liability incurred by the Company as guarantor with respect to the obligations of others or any cancellation of any Indebtedness or claim owing to, or waiver of any right of, the Company;

(l)            any obligation or liability incurred by the Company to any of its officers, directors, managers, Equity Interests holders, or any loans or advances made by the Company to any of its officers, directors, managers, Equity Interest holders or employees other than compensation and benefits payable to employees in the ordinary course of business;

(m)          any material change in accounting methods or practices of the Company;

(n)          any material loss or material reduction, or, to the Knowledge of the Company, development that could result in a material loss or material reduction, of business with any material supplier or customer of the Company;

(o)          any termination of any agreement that would have met the definition of Material Contracts;

(p)          any arrangements relating to any royalty, commission or similar payment based on the revenues, profits, sales volume, production or collections of the Company in each case in excess of $10,000 individually or in the aggregate;

(q)          any regulatory action, or other proceeding commenced, or threatened in writing by any Governmental Authority against the Company; or

(r)           any agreement for the Company to take any of the actions specified in paragraphs (a) through (q) above.

Section 2.9             Accounts Receivable; Accounts Payable .  

(a)           All accounts receivable of the Company represent transactions concluded for good and valuable consideration resulting from bona fide arm’s length transactions in the ordinary course of business for the sale of products or performance of services to third parties, are collectible, and will be collected in full, net of reserves shown on the Closing Statement, in accordance with their terms, are valid and enforceable claims, are properly categorized as accounts receivable under GAAP and are not subject to any rights of set off or counterclaims. Since January 1, 2015, the Company has collected its accounts receivable, including pre-paid accounts and customer deposits, in the ordinary course of its business and in a manner which is consistent with past practices and has not materially changed its collection policies with respect to its accounts receivable or accelerated any such collections, including the collection of any pre-paid accounts or customer deposits.

(b)           All accounts payable and other payables of the Company arose in bona fide arm’s length transactions in the ordinary course of business and no such account payable or other payable is delinquent in its payment per its terms. All lease payments, utilities, Taxes, payroll or other payables owed by Company that were due in accordance with their terms on a date on or before the Closing Date have been paid in full prior to Closing. Since January 1, 2015, the Company has paid its accounts payable and other payables in accordance with their terms and has not delayed any such payments.

Section 2.10           Transactions with Affiliates . Except as set forth on Schedule 2.10 , there are no Contractual Obligations, loans or other transactions between the Company, on the one hand, and any of its Affiliates, present or former Equity Interest holders, directors, managers, officers or employees, or to the Knowledge of the Company, any Affiliate of any of such Persons, on the other hand. No Affiliate of the Company, nor any of the Company’s current Equity Interest holders, directors, managers, officers or employees, nor any Affiliate of any such Person, owns directly or indirectly, on an individual or joint basis, any interest in, or serves as an officer or director or in another similar capacity of, any competitor, customer or supplier of the Company, or any organization which has a material contract or arrangement with the Company.

Section 2.11           Title to and Encumbrances on Properties .

(a)           Schedule 2.11(a) sets forth a list of all real property leased by the Company and the name of the tenant and landlord and the street address for each such property (the “ Leased Real Properties ”). Except as set forth in Schedule 2.11(a) , no portion of any Leased Real Property is subleased to or occupied by a third party. All leases relating to the Leased Real Property are identified on Schedule 2.11(a) . The Company has valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property and enjoys peaceful and undisturbed possession of the Leased Real Property. The occupation of and operation of the Company’s business at each Leased Real Property is a permitted use under the lease of such Leased Real Property and all applicable Laws, including local zoning ordinances. The Company does not own, and has never owned, any real property.

(b)           The Company has good and (if applicable) transferable title or leasehold interest (if applicable) to all of its assets, free and clear of any Encumbrances, except for the Encumbrances set forth on Schedule 2.11(b) . No financing statement under the Uniform Commercial Code with respect to any of the assets of the Company is active in any jurisdiction, except as set forth on Schedule 2.11(b) . All material tangible assets are in working order (reasonable wear and tear excepted), have been maintained in a manner consistent with the needs of the Company’s business and conform in all material respects with all Laws. All leases of personal property to which the Company is a party are fully effective and afford the Company peaceful and undisturbed possession and use of the subject matter to the lease. The assets owned and leased by the Company are sufficient for the conduct of the business of the Company as presently conducted.

Section 2.12           Tax Matters .

(a)           The Company has timely and properly filed or caused to be filed all federal, state and local Tax Returns required to be filed by it through the date hereof with respect to any Taxes, and all such Tax Returns are true, correct and complete in all material respects. The Company has paid or caused to be paid all Taxes required to be paid by it through the date hereof, whether or not shown on any Tax Return, and has made adequate provision for Taxes that are not yet due and payable, for all taxable periods, or portions thereof, ending on or before the date hereof on the appropriate books and records. The Company has delivered to the Buyer prior to Closing true, correct and complete copies of all Tax Returns for which the applicable statutory periods of limitations have not yet expired.

(b)           No U.S. federal, state or local audits or other administrative proceedings or other court proceedings are pending with regard to any Taxes or Tax Returns of the Company. The Company has not received notice of any Tax audit or of any proposed Tax deficiencies from any Governmental Authority. No Governmental Authority is now asserting, or, to the Knowledge of the Company, threatening to assert, against the Company any deficiency or claim for additional Taxes. All deficiencies for Taxes asserted or assessed against the Company have been paid in full or finally settled. The Company has not received notice from a Governmental Authority in a jurisdiction where the Company does not file Tax Returns to the effect that the Company is or may be subject to taxation or Tax reporting requirements by that jurisdiction. The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency which extension is currently effective.

(c)           The Company has withheld and timely paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, Equity Interest holder, or other third party. The Company has collected, remitted and reported to the appropriate Governmental Authority all sales Taxes required to be so collected, remitted or reported pursuant to all Laws. The Company has complied in all material respects with all Laws relating to record retention (including, without limitation, to the extent necessary to claim any exemption from sales Tax collection, maintaining adequate and current resale certificates to support any such claimed exemption, and with respect to payroll and other Tax withholding matters).

(d)           The Company is not a party to any agreement or arrangement requiring indemnification, sharing or allocation of Taxes.

(e)           The Company has never been a member of an affiliated group of corporations filing a combined federal income Tax return and the Company does not have any liability for Taxes of any Person under Treasury Regulation 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

(f)           Neither TVV nor the Company is a foreign person within the meaning of Section 1445 of the Code and Treasury Regulations Section 1.1445-2, and the Company is and has always been a “United States person” within the meaning of Section 7701(a)(30) of the Code.

(g)           There are no Encumbrances for Taxes upon the assets of the Company, except for Encumbrances relating to current Taxes not yet due or for Taxes being contested in good faith by appropriate proceedings for which adequate reserves have been made on the appropriate books and records.

(h)           The Company has not entered into, or otherwise participated (directly or indirectly) in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b).

(i)           The Company will not be required to include any item of income in, or exclude any deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or before the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or before the Closing Date, (iii) installment sale or open transaction disposition made on or before the Closing Date, or (iv) prepaid amount received on or before the Closing Date.

(j)           The Company has never engaged in trade or business activity outside the United States and the Company is not subject to Tax in any non-U.S. jurisdiction.

Section 2.13           Certain Contractual Obligations .

(a)           Schedule 2.13(a) contains a list of all Contractual Obligations to which the Company is a party:

(i)           involving an aggregate commitment or payment of Twenty Thousand Dollars ($20,000) or more by the Company to any other Person or by any other Person to the Company;

(ii)          having a term in excess of twelve (12) months and is not cancelable without penalty by the Company upon ninety (90) days or less prior notice;

(iii)         containing covenants limiting in any respect the freedom of the Company to compete in any line of business or with any Person, including, without limitation, any non-solicitation covenants;

(iv)         with any employee, officer, director, manager or Equity Interest holder of the Company or, to the Knowledge of the Company, any of their respective Affiliates;

(v)          relating to the licensing, distribution, development, purchase, sale, use or servicing of the Intellectual Property of the Company;

(vi)         related to redemption or purchase agreements or other agreements affecting or relating to the Equity Interests of the Company;

(vii)        with respect to any Indebtedness;

(viii)       with respect to any agreement involving fixed price or fixed volume arrangements;

(ix)          with respect to any agreement that involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person or any royalty, dividend or similar arrangement based on the revenue or profits of the Company;

(x)           with respect to any acquisition, merger or similar arrangement; or

(xi)          with respect to any Leased Real Property.

(b)           Each of the Contractual Obligations of the Company set forth on Schedule 2.13(a) or any of the other schedules hereto (collectively, the “ Material Contracts ”) is in full force and effect, is the legal, valid and binding obligation of the Company and, to the Company’s Knowledge, each of the other counterparties thereto, and is enforceable against each of them in accordance with its terms, except as such enforceability may be limited by General Enforceability Exceptions, and, subject to obtaining any authorizations, waivers, consents and permits (all of which are disclosed on Schedule 2.3 ), will continue to be so enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby in accordance with its terms. Except as set forth on Schedule 2.13(b) , neither the Company nor, to the Company’s Knowledge, any of the counterparties thereto has committed any breach or violation of or default under, or has repudiated any provisions of any Material Contract nor has any event occurred that (with or without notice, lapse of time or both) would constitute a breach or violation of or default under any Material Contract. The Company has heretofore delivered to the Buyer accurate and complete copies of each of the Material Contracts and, in each case, all amendments, modifications and supplements thereto and waivers thereunder. The Company has delivered an accurate description of all material terms of each oral Material Contract and, in each case, all amendments and to the Company’s Knowledge supplements thereto and waivers thereunder.

Section 2.14           Intellectual Property . Schedule 2.14 contains a complete and accurate list of all Intellectual Property which is owned by, licensed by or used by the Company and all agreements of the Company to license or use the Intellectual Property used by the Company, other than generally available commercial, unmodified, “off the shelf” software licenses of Intellectual Property with a purchase price of less than $5,000. There are no pending or, to the Knowledge of the Company, threatened proceedings asserting that the use of the licensed Intellectual Property by the Company infringes upon or misappropriates any Intellectual Property rights of any Person, except as set forth on Schedule 2.14 . The Company has not received any written notice or allegation of invalidity, infringement, or misappropriation from any Person or Governmental Authority with respect to any Intellectual Property rights, except as set forth on Schedule 2.14 . The Company’s business, as currently conducted does not infringe the Intellectual Property rights of a third party, except as set forth on Schedule 2.14 . Each of the past and current employees, officers, directors, managers, independent contractors or other service providers of the Company has executed a valid and enforceable confidentiality and assignment of inventions agreement with respect to all Intellectual Property of the Company, except as set forth on Schedule 2.14 .

Section 2.15           Litigation . Except as set forth on Schedule 2.15 , since January 1, 2012, there has been no arbitration, litigation, product liability, warranty, malpractice or any other claim or governmental or administrative proceeding or investigation pending or, to the Knowledge of the Company, threatened in writing by or against the Company, or affecting the properties or assets of the Company, or, as to matters related to the Company, by or against any officer, director, manager, Equity Interest holder or employee of the Company in their respective capacities in such positions, nor, to the Knowledge of the Company, has there occurred any event nor does there exist any condition on the basis of which any such claim may be asserted.

Section 2.16           Employee and Labor Matters . Schedule 2.16 sets forth: (a) the name, title, current hourly rate or annual salary, full-time/part-time status, exempt/non-exempt status, bonus for the year ending December 31, 2015, and aggregate annual compensation for each current employee of the Company. The Company is not delinquent in payments to any of its employees or independent contractors for any wages, salaries, commissions, bonuses or other direct compensation for any services performed as of the date hereof or any reimbursable amounts. The Company is and heretofore has been in compliance with all Laws respecting labor, employment, fair employment practices, terms and conditions of employment, occupational safety and health, and wages and hours. There has been no “mass layoff” or “plant closing” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“ WARN ”), and any similar state or local “mass layoff” or “plant closing” Law with respect to the Company within three (3) years prior to Closing. The Company is not a party to or otherwise bound by any collective bargaining agreement or other Contractual Obligation with a labor union or labor organization. The Company is not subject to any charge, demand, petition or representation proceeding seeking to compel, require or demand it to bargain with any labor union or labor organization nor, as of the date of this Agreement, is there pending or, to the Knowledge of the Company, threatened any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company. With respect to the Company’s employment and labor practices and policies, (x) there is no investigation, audit or review pending of which the Company has been notified in writing (or, to the Knowledge of the Company, threatened) by any Governmental Authority, and (y) there are no Orders before any Governmental Authority to which the Company is a named party. The Company is not sponsoring any employee to work in the United States or any other country under a visa or work authorization, and no petition for admission of any alien under a non-immigrant or other visa, or for transfer of sponsorship of any such employee, is currently pending. Each employee of the Company is authorized to work in the United States. The Company has current Forms I-9 for all employees of the Company who work in the United States, and has complied with required processes with respect to obtaining such Forms I-9.

Section 2.17           Company Licenses; Compliance with Laws . The Company holds, and has held at all times since January 1, 2010, all licenses, permits, approvals, authorizations, registrations and certifications of any Governmental Authority that are required in order to permit the Company to own or lease its properties and assets and to conduct its business under and pursuant to all Laws. Schedule 2.17 sets forth a complete and correct list of all licenses, permits, approvals, authorizations, registrations and certifications currently in effect for the Company (the “ Company Licenses ”). Each Company License is valid and in full force and effect. There is no investigation or proceeding pending or, to the Knowledge of the Company, threatened in writing that could result in the termination, revocation, suspension, modification or restriction of any Company License or the imposition of any fine, penalty or other sanctions for violation of any requirements relating to any Company License. Except as set forth in Schedule 2.17 , none of the Company Licenses will be affected in any respect by the consummation of the transactions contemplated hereby. Neither the Company nor, to the Company’s Knowledge, any employee of the Company, has ever entered into or been subject to any Order with respect to any aspect of the business, affairs, properties or assets of the Company or received any request for information, notice, demand letter, administrative inquiry or formal complaint or claim from any regulatory agency or other Governmental Authority with respect to any aspect of the business, affairs, properties or assets of the Company.

Section 2.18           Employee Benefits .

(a)           Schedule 2.18 lists every Employee Benefit Program maintained at any time, or with respect to which the Company, or any of its ERISA Affiliates, had any liability with respect to, during the past five (5) years. Each such Employee Benefit Program has been maintained and administered in compliance with its terms and with the requirements and provisions of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), the Code and other Law.

(b)           Each Employee Benefit Program that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service regarding its qualified status and no event or omission has occurred which would adversely impact such qualified status. Neither the Company nor any of its ERISA Affiliates has ever maintained, sponsored or contributed to any employee benefit plan which is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code. Neither the Company nor any of its ERISA Affiliates has ever contributed to, been obligated to contribute to or has any potential liability to any “multi-employer plan” as defined in Section 3(37) of ERISA or “multiple-employer plan” as defined in Section 413(c) of the Code or a multiple employer welfare arrangement as defined in section 3(40)(A) of ERISA. The consummation of the transactions contemplated by this Agreement will not cause the Buyer to incur any liability under any of the Employee Benefit Programs, other than those arising in the ordinary course of business.

(c)           No litigation or governmental administrative proceeding, audit or other proceeding (other than those relating to routine claims for benefits) is pending or, to the Company’s Knowledge, threatened with respect to any Employee Benefit Program or any fiduciary or service provider thereof, and, to the Company’s Knowledge, there is no reasonable basis for any such litigation or proceeding.

(d)           Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event): (i) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered), (ii) increase any benefits otherwise payable by the Company; or (iii) result in the acceleration of the time of payment or vesting of any awards or benefits or give rise to any additional service credits under any Employee Benefit Program.

(e)           Complete copies of the following documents, with respect to each of the Employee Benefit Programs have been delivered to the Buyer by the Company, to the extent applicable: (i) any plans, all amendments thereto and related trust documents, and amendments thereto; (ii) the three (3) most recently filed Forms 5500 and all schedules and audited financial statements related thereto and the most recent actuarial report, if any; (iii) the most recent IRS determination letter; (iv) the most recent summary plan descriptions; (v) written communications to employees relating to such Employee Benefit Programs within the past twelve (12) months; and (vi) written descriptions of all non-written agreements relating to the Employee Benefit Programs.

(f)           All contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of the Employee Benefit Programs or by Law (without regard to any waivers granted under Section 412 of the Code), to any funds or trusts established thereunder or in connection therewith have been made, and all contributions for any period ending on or before the Closing Date which are not yet due will have been paid or accrued as a liability in the calculation of Net Working Capital.

Section 2.19           Insurance Coverage . The Company has since January 1, 2012 maintained in full force and effect general commercial, general liability, workers’ compensation and employees’ liability, fire and casualty and such other appropriate insurance policies with coverage as required either by Law or any Contractual Obligation of the Company. Schedule 2.19 contains an accurate summary of the insurance policies or other arrangements currently maintained by the Company and all claims thereon (or prior policies or arrangements) made since January 1, 2012. Except as set forth on Schedule 2.19 , there are currently no claims that are pending under any of the Company’s current or past insurance policies or other arrangements (other than medical claims made by employees of the Company under health insurance policies maintained for employees by the Company) or against any director, officer, or employee of the Company in their respective capacities in such positions, nor, to the Knowledge of the Company, has there occurred any event nor does there exist any condition on the basis of which any such claim may be asserted, and all premiums due and payable with respect to such policies have been paid to date. All such policies and arrangements are valid, binding and enforceable and, to the Knowledge of the Company, there is no threatened termination of any such policies or arrangements. To the Knowledge of the Company, no event has occurred and no condition exists on the basis of which the premiums or rates with respect to such policies and arrangements may be increased (other than with respect to increases in the ordinary course). Since January 1, 2012 Company has not exhausted the coverage limits under any of its current or past insurance policies. Except as set forth on Schedule 2.19 , no insurance policy provides for any retrospective premium adjustment or other experience-based liability on the part of the Company. There are no self-insurance arrangements affecting the Company. Attached to Schedule 2.19 is a loss run report for the past five (5) years for each of the insurance policies required to be set forth on Schedule 2.19 .

Section 2.20          Investment Banking; Brokerage. Other than fees owed by the Company as set forth on Schedule 2.20 , there are no investment banking fees, brokerage commissions, broker’s or finder’s fees or similar compensation due in connection with the transactions contemplated by this Agreement payable by the Company or TVV and, to the Knowledge of the Company, there is no basis for any Person (other than Hilliard Lyons Investment Banking) to make any claim for brokerage commissions, broker’s or finder’s fees or similar compensation in connection with the transactions contemplated by this Agreement.

Section 2.21          Environmental Matters. Except as set forth on Schedule 2.21 , (a) no hazardous waste, substance or material, oil, petroleum, petroleum product, asbestos, toxic substance, pollutant or contaminant (collectively, “ Hazardous Material ”), has been generated, transported, used, handled, processed, disposed, stored or treated on any real property leased or operated by the Company, and (b) no Hazardous Material has been spilled, released, discharged, disposed, or transported from any real property leased or operated by the Company, and no Hazardous Material is present in, on, or under any such property. The Company is, and at all times has been, in compliance in all material respects with all applicable environmental, health and safety Laws and with all permits, registrations and approvals required under such Laws (collectively, “ Environmental Laws ”). To the Knowledge of the Company, there exists no fact or circumstance that would involve the Company in any material litigation, or impose any material liability, arising under any Environmental Laws.

Section 2.22          Suppliers; Customers.

(a)           Within the last twelve (12) months, no supplier or vendor (i) that the Company has paid or is under a Contractual Obligation to pay $20,000 or more or (ii) that is the sole supplier of any product or service to the Company, has canceled, materially modified, or otherwise terminated its relationship with the Company, or materially decreased its services, supplies or materials to the Company, nor, to the Knowledge of the Company, does any such supplier or vendor have any plan or intention to do any of the foregoing. Schedule 2.22 sets forth a list of the top ten (10) suppliers or vendors of the Company, measured by dollar volume, for each of the years ending December 31, 2013, December 31, 2014, and December 31, 2015.

(b)           Except as disclosed on Schedule 2.22 , within the last twelve (12) months, no material customer has canceled, materially modified, or otherwise terminated its relationship with the Company or materially decreased business with the Company, nor has any material customer notified the Company that it intends to terminate or materially reduce or change the terms of its business with the Company, nor, to the Knowledge of the Company, does any material customer have any plan or intention to do any of the foregoing. Schedule 2.22 sets forth a list of the top ten (10) customers of the Company, measured by dollar volume, for each of the years ending December 31, 2013, December 31, 2014, and December 31, 2015.

Section 2.23           Indebtedness . Except as set forth on Schedule 2.23 , the Company does not have any Indebtedness, nor are any assets of the Company subject to the Indebtedness of any other Person. For each item of Indebtedness, Schedule 2.23 correctly sets forth, if applicable, the debtor, the principal amount of the Indebtedness as of the date of this Agreement, the creditor, the maturity date and the collateral, if any, securing the Indebtedness.

Section 2.24          Illegal Payments . Neither the Company nor, to the Knowledge of the Company, any Person affiliated with the Company has ever offered, made or received on behalf of the Company any illegal payment or illegal contribution of any kind, directly or indirectly, including, without limitation, payments, gifts or gratuities, to any United States or foreign national, state or local government officials, employees or agents or candidates therefor or other Persons.

Section 2.25          Products. The Buyer has been furnished with accurate copies of the standard terms and conditions of sale for each of the products or services of the Company (containing applicable guaranty, warranty and indemnity provisions). Except as set forth on Schedule 2.25(a) , no product manufactured, sold or delivered by, or service rendered by or on behalf of, the Company is subject to any guaranty, warranty or other indemnity, express or implied, beyond such standard terms and conditions.

(b)           The Company has not entered into, or offered to enter into, any Contractual Obligation pursuant to which the Company or the Buyer (after the Closing Date) is or shall be obligated to make any rebates, discounts, promotional allowances or similar payments or arrangements with or to any customer or other business relation, except as set forth on Schedule 2.25(b) .

Section 2.26           Full Disclosure . No representation or warranty by the Company in this Agreement and no statement contained in the Schedules or any certificate or other document furnished or to be furnished to the Buyer 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 were made, not misleading.

Article III
REPRESENTATIONS AND WARRANTIES OF TVV

In order to induce the Buyer to enter into this Agreement and the other Transaction Agreements, TVV makes each of the following representations and warranties contained in this Article III to the Buyer.

Section 3.1             Stock; Closing Date Payment . As described on Schedule 2.4 , TVV holds beneficially and of record all of the issued and outstanding Stock of the Company set forth opposite TVV’s name on Schedule 2.4 and has good and marketable title to such Stock, free and clear of all Encumbrances, except for federal and state securities Law restrictions of general applicability. TVV has full legal capacity, right, power and authority to transfer and deliver to the Buyer valid title to the Stock held by TVV, free and clear of all Encumbrances, except for federal and state securities Law restrictions of general applicability. When delivered by TVV to the Buyer pursuant to this Agreement, the Stock will be free and clear of any and all Encumbrances, except for federal and state securities Law restrictions of general applicability.

Section 3.2             Authority . TVV has full power, authority and legal capacity to execute and deliver this Agreement and the other Transaction Agreements to which TVV is a party and to carry out the transactions contemplated hereby and thereby. This Agreement and the other Transaction Agreements to which TVV is a party have been duly authorized, executed and delivered by TVV and assuming the due authorization, execution and delivery of this Agreement and the other Transaction Agreement to which TVV is a party by each of the other parties hereto and thereto, this Agreement and the other Transaction Documents to which TVV is a party constitutes the legal, valid and binding obligation of TVV enforceable against TVV in accordance with their respective terms, subject only to General Enforceability Exceptions.

Section 3.3            No Conflict; Consents. The execution, delivery and performance by TVV of this Agreement and the other Transaction Agreements executed and delivered by or on behalf of TVV, and the performance of the transactions contemplated by this Agreement and such other Transaction Agreements do not and will not: (a) violate or result in a violation of, conflict with or constitute or result in violation of or a default (whether after the giving of notice, lapse of time or both) or loss of benefit under or granted by, any provision of any Law, or any restriction imposed by Governmental Authority, or any governing document, in each case applicable to TVV; (b) except as set forth on Schedule 3.3 , require TVV to provide any notice to, make any declaration or filing with, or obtain the consent or approval of, any Governmental Authority or other Person; or (c) violate or result in a violation of or constitute a default (whether after the giving of notice, lapse of time or both) under, give rise to or accelerate any obligation under, or give rise to a right of termination of or result in a loss of benefit under any material indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, license, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which TVV is a party or by which any of TVV’s assets (including the Stock held by TVV) are bound, or result in the creation or imposition of any Encumbrance on any of the Buyer’s assets (including the Stock transferred hereunder).

Section 3.4            Brokers. Other than as set forth on Schedule 2.20 , no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from TVV in connection with the transactions contemplated by this Agreement.

Section 3.5            Litigation. There is no suit, claim, action, proceeding or investigation pending or, to the Knowledge of TVV, threatened against TVV affecting or relating to the Stock or which could reasonably adversely affect the ability of such Stockholder to consummate the transactions contemplated by this Agreement or any of Transaction Agreements to which TVV is a party, and TVV is not subject to any outstanding Order of any Governmental Authority.

Article IV
REPRESENTATIONS AND WARRANTIES OF THE BUYER  

In order to induce the Company and TVV to enter into this Agreement and the other Transaction Agreements, the Buyer makes each of the following representations and warranties contained in this Article IV to the Company and TVV.

Section 4.1             Organization and Power . The Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada. The Buyer has full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. The Buyer has all required power and authority to carry on its business as presently conducted, to enter into and perform this Agreement and the other Transaction Agreements to which it is a party and to carry out the transactions contemplated hereby and thereby. A copy of the Organizational Documents of the Buyer has been furnished to the Company by the Buyer and is correct and complete in all respects and no amendments thereto are pending.

Section 4.2            Authorization. The Buyer has full right, authority, power and legal capacity to enter into this Agreement and the other Transaction Agreements executed and delivered by or on behalf of the Buyer and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the other Transaction Agreements to which the Buyer is a party have been duly authorized by all necessary action of the board of directors of Buyer. This Agreement and the other Transaction Agreements executed and delivered by or on behalf of the Buyer have been duly executed and delivered by the Buyer and, assuming due authorization, execution and delivery of this Agreement and the other Transaction Agreements to which the Buyer is a party by the other parties hereto and thereto, this Agreement and such other Transaction Agreements to which the Buyer is a party constitute legal, valid and binding obligations of the Buyer, enforceable in accordance with their respective terms, subject only to General Enforceability Exceptions.

Section 4.3            Non-Contravention . The execution, delivery and performance by the Buyer of this Agreement and the other Transaction Agreements executed and delivered by or on behalf of the Buyer, and the performance of the transactions contemplated by this Agreement and such other Transaction Agreements do not and will not: (a) violate or result in a violation of, conflict with or constitute or result in violation of or a default (whether after the giving of notice, lapse of time or both) under the Buyer’s organizational documents; (b) in any material respect, violate or result in a violation of, conflict with or constitute or result in violation of or a default (whether after the giving of notice, lapse of time or both) or loss of benefit under or granted by, any provision of any Law, or any restriction imposed by Governmental Authority applicable to the Buyer; (c) require the Buyer to provide any notice to, make any declaration or filing with, or obtain the consent or approval of, any Governmental Authority or other Person; or (d) violate or result in a violation of or constitute a default (whether after the giving of notice, lapse of time or both) under, give rise to or accelerate any obligation under, or give rise to a right of termination of or result in a loss of benefit under any material indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, license, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Buyer is a party or by which any of the Buyer’s assets are bound or affected, or result in the creation or imposition of any Encumbrance on any of the Buyer’s assets.

Section 4.4            Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from the Buyer in connection with the transactions contemplated by this Agreement.

Section 4.5            Litigation. There is no suit, claim, action, proceeding or investigation pending or, to the Knowledge of the Buyer, threatened against the Buyer and the Buyer is not subject to any outstanding Order of any Governmental Authority that, in either case, would be reasonably likely, individually or in the aggregate, to prevent or materially delay performance by the Buyer of any of its material obligations under this Agreement.

Section 4.6            Hennis Stock Redemption. Buyer acknowledges that it has Knowledge of the Company’s purchase and redemption of 10,000 shares of Common Stock from Hennis and that the Company is obligated under the Hennis Redemption Note.

Article V
ADDITIONAL AGREEMENTS

Section 5.1             Press Releases . Upon the Closing, the parties hereto shall release a joint press release mutually agreed upon by the Buyer and TVV. None of the parties hereto shall, and each party hereto shall cause its Affiliates and Representatives not to, issue any other press release relating to this Agreement or any of the other Transaction Agreements or any of the transactions contemplated hereby or thereby without the prior written consent of the Company.

Section 5.2             Tax Matters .

(a)           Preparation and Filing of Tax Returns .

(i)           TVV shall prepare and file, or shall cause to be prepared and filed, all Tax Returns of the Company for all periods ending on or before the Closing Date. TVV shall pay or cause to be paid any Taxes due in respect of such Tax Returns. If any such Tax Return must be signed by the Buyer, any Affiliate thereof, or the Company following the Closing Date, the Buyer agrees that it will (or will cause such other parties to) reasonably cooperate in signing such Tax Return in order to permit the timely filing of such Tax Return. TVV shall provide, or cause to be provided, to the Buyer a draft of any such Tax Return at least thirty (30) days prior to the due date, giving effect to extensions thereto, for filing such Tax Return, for review by the Buyer. The Buyer shall notify TVV of any reasonable objections the Buyer may have to any items set forth in such draft Tax Return and the Buyer and TVV agree to consult and resolve in good faith any such objection. If the parties cannot resolve any such objections, the item in question shall be resolved by the Accounting Referee. The fees and expenses of the Accounting Referee shall be borne one-half (1/2) by TVV, and one-half (1/2) by the Buyer. Such Tax Returns shall be prepared in a manner consistent with past practices except as required by changes in Law or as required by a provision of this Section 5.2 .

(ii)          The Buyer shall prepare and file, or cause to be timely prepared and filed, all Tax Returns of the Company, for Straddle Periods. Such Tax Returns (“ Straddle Returns ”) shall be prepared consistently with past practice to the extent permitted by Law. The Buyer shall provide, or cause to be provided, to TVV a draft of any Straddle Return at least thirty (30) days prior to the due date, giving effect to extensions thereto for filing such Tax Return, for review by TVV. TVV shall notify the Buyer of any reasonable objections TVV may have to any items set forth in such draft Straddle Return and the Buyer and TVV agree to consult and resolve in good faith any such objection. If the parties cannot resolve any such objections, the item in question shall be resolved by the Accounting Referee. The fees and expenses of the Accounting Referee shall be borne one-half (1/2) by TVV, and one-half (1/2) by the Buyer. The Buyer shall notify TVV of any amounts due from TVV in respect of any Straddle Return no later than ten (10) Business Days prior to the date on which such Straddle Return is due, and no later than five (5) Business Days prior to the date on which such Straddle Return is due, TVV shall pay the Buyer the amount of Taxes for which it is responsible.

(b)           Straddle Periods . For purposes of this Agreement, in the case of any taxable year or period that begins before and ends after the Closing Date (a “ Straddle Period ”), (i) the amount of any Property Taxes of the Company for a Straddle Period allocable to the Pre-Closing Period shall be equal to the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period, (ii) the amount of any Taxes other than Property Taxes of the Company allocable to the Pre-Closing Period shall be computed as if such taxable year or period (and the taxable year or period of any entity taxable as a partnership in which the Company owns a direct or indirect interest) ended as of the close of business on the Closing Date, and (iii) TVV will receive the benefit of all tax deposits which have been made prior to the Closing Date, and the Straddle Return will properly allocate all pertinent income and expenses that were incurred up to the Closing Date.

(c)           Tax Sharing Agreements . The Company shall cause the provisions of any Tax sharing agreement involving the Company to be terminated on or before the Closing Date. After the Closing Date, no party shall have any rights or obligations under such Tax sharing agreement.

(d)           Cooperation on Tax Matters . After the Closing, the Buyer and TVV shall promptly make available or cause to be made available to the other, as reasonably requested (at the expense of the requesting party), all information, records or documents relating to Tax liabilities and potential Tax liabilities relating to the Company for all Pre-Closing Periods and shall preserve all such information, records and documents until the expiration of any applicable statute of limitations or extensions thereof.

(e)           Transfer Taxes . TVV shall pay all amounts owed for any sales, transfer, value added, excise, stock transfer, stamp, recording, registration and any similar Taxes incurred under the laws of the United States of America or any state or local taxing authority thereof (“ Transfer Taxes ”) that become payable in connection with the Stock Purchase and the other transactions contemplated hereby. The Buyer shall (i) file all necessary documentation and Tax Returns with respect to any sales, transfer and similar Taxes, and (ii) provide copies of such documentation and Tax Returns to TVV. The applicable parties shall cooperate in filing such forms and documents as may be necessary to permit any such Transfer Tax to be assessed and paid and to obtain any exemption or refund of any such Transfer Tax.

(f)           Tax Contests . TVV shall have the right, at its own expense, to control and settle the portion of any audit, examination, or other administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes (a “ Tax Contest ”) for which TVV may have to indemnify a Buyer Indemnified Party, provided , that the Buyer shall have the right to participate at its own expense in any Tax Contest that could have the effect of increasing a Tax liability of the Buyer, and neither the Company nor TVV shall settle or compromise any Tax Contest without the Buyer’s prior written consent if such settlement or compromise could have the effect of increasing a Tax liability of the Buyer or the Company.

(g)           Interaction with Article VI . Notwithstanding any provision herein to the contrary, to the extent that a provision of this Section 5.2 conflicts with a provision of Article VI , this Section 5.2 shall govern.

Section 5.3             Books and Records . From and after the Closing, the Buyer shall, and shall cause the Company to, until the seventh (7th) anniversary of the Closing Date or such longer period as required by state, federal or local law, retain all books, records and other documents pertaining to the business of the Company in existence on the Closing Date and to make the same available for inspection by TVV (at its expense) at reasonable times upon reasonable request and upon reasonable notice.

Section 5.4             Further Action . Each of the parties hereto shall use its respective commercially reasonable efforts to take or cause to be taken all appropriate action, do or cause to be done all things necessary, proper or advisable and execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and the other Transaction Agreements and consummate and make effective the transactions contemplated by hereby and thereby.

Section 5.5             Non-Disclosure, Non-Competition and Non-Solicitation .

(a)           TVV hereby covenants and agrees that from and after the Closing it will not, directly or indirectly, and shall cause its Affiliates not to:

(i)           disclose or furnish to any Person, other than the Buyer any Confidential Information; provided, however , that this covenant of non-disclosure shall not apply to information (A) which is, or at any time becomes available in the public domain (other than as a result of disclosure by TVV or any Affiliate of TVV), (B) which is required to be disclosed by Law or court or administrative court order (provided that the Buyer receives notice of such required disclosure and a reasonable opportunity to take steps to maintain the confidentiality thereof), and (C) which the Buyer expressly authorizes, in writing, TVV to disclose prior to such disclosure; and

(ii)          until the fifth (5th) anniversary of the Closing Date, anywhere in the United States own, manage, operate, control, invest or participate in or be connected with in any capacity (either as an employee, employer, trustee, consultant, agent, principal, partner, corporate officer, director, manager, owner or shareholder or in any other individual or representative capacity) with any business, individual, partnership, firm, corporation or other Person (other than the Buyer) which is engaged in the business of the manufacture, production and direct sale of industrial mixers via catalog and the internet, with average total sale invoices (for an individual sale) of approximately $1,000.00. Without implied limitation, the foregoing covenant shall prohibit: (A) hiring or engaging or attempting to hire or engage for or on behalf of TVV or any other Person, any officer or employee of the Buyer or any of its Affiliates (including officers or employees of the Company), or any former officer or employee of the Buyer or any of its Affiliates (including any former officer or employee of the Company) who was employed or retained during the twelve (12) month period immediately preceding the date of solicitation for or on behalf of TVV or any other Person, or soliciting or attempting to solicit any such officer or employee or any independent contractor of Buyer or its Affiliates (including independent contractors of the Company) to terminate his or her relationship or employment with the Buyer or any of its Affiliates (including the Company), or (B) soliciting for or on behalf of TVV or any other Person, any client or customer of the Company as of the Closing Date or during the preceding twelve (12) months, or diverting to any Person any client, customer or business opportunity of the Company. Notwithstanding the foregoing, Buyer acknowledges that TVV and certain of its Affiliates are private equity funds engaged in seeking to invest in, and investing in, a diverse range of manufacturing and industrial enterprises, some of which may overlap with some of the Company’s business operations, and Buyer acknowledges that such investment activities are not prohibited by this subsection (ii) , provided that a principal portion of the business of any such manufacturing and industrial enterprise is not the manufacture, production and direct sale of industrial mixers via catalog and the internet, with average total sale invoices (for an individual sale) of approximately $1,000.00.

(b)           TVV hereby agrees that the covenants contained in this Section 5.5 (the “ Restrictive Covenants ”) are entered into in partial consideration of the Purchase Price, are reasonable in geographic scope and duration in view of the relevant market for the products and services of the Company and that any breach of any of the Restrictive Covenants could result in continuing and irreparable harm to the Buyer or its Affiliates (including the Company). Therefore, TVV hereby agrees and consents that, in addition to any other remedies available to the Buyer or its Affiliates (including the Company) (whether at law or at equity), the Buyer or its Affiliates (including the Company) shall be entitled to seek an injunction, restraining order or any appropriate decree of specific performance for any actual or threatened violation or breach of this Section 5.5 by TVV or TVV’s Affiliates, without the posting of any bond.

(c)           Each of the Restrictive Covenants is distinct and severable, notwithstanding that some of such covenants may be set forth in one section hereof for convenience.

(d)           In the event that any or all of the Restrictive Covenants shall be determined by a court of competent jurisdiction to be unenforceable by reason of their geographic or temporal restrictions being too great, or by reason that the range of activities covered are too great, or for any other reason, they should be interpreted to extend over the maximum geographic area, period of time, range of activities, or other restrictions as to which they may be enforceable.

Section 5.6             General Waiver and Release . TVV, on behalf of its Affiliates, Representatives, successors, and assigns and any other Person claiming by, through or under any of the foregoing (collectively, the “ Stockholder Releasing Parties ”), does hereby unconditionally and irrevocably release, waive and forever discharge the Buyer, the Company, each of their respective predecessors and successors and each of their respective past, present and future Representatives, Subsidiaries and Affiliates (and any Affiliates of any of the foregoing) from any and all claims, demands, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring on or prior to the Closing Date, which, for the avoidance of doubt, includes (without limitation) any and all claims of breach and causes of action based on alleged breach and associated liabilities arising out of or relating to any commercial arrangement or agreement between TVV and the Company or any of the Stockholder Releasing Parties entered into prior to the Closing, but excludes (subject to Section 6.5 ) any of TVV ’ s rights expressly set forth in this Agreement, or any other Transaction Agreement to which TVV is a party. WITHOUT LIMITING THE FOREGOING, TVV EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS AFFORDED BY ANY APPLICABLE Law that limits in any manner the release set forth herein . TVV ACKNOWLEDGES THAT IT HAS CAREFULLY READ THE FOREGOING WAIVER AND GENERAL RELEASE AND UNDERSTANDS ITS CONTENTS. TVV represents and warrants that (x) there are no liens, or claims of lien, or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein, (y) TVV has not transferred or otherwise alienated any such claims or causes of action, and (z) TVV is fully authorized and entitled to give the releases specified herein.

Article VI
SURVIVAL; INDEMNIFICATION

Section 6.1             Survival of Representations, Warranties and Covenants . All representations, warranties, agreements and covenants of the parties made herein and in the Schedules hereto shall be deemed to have been relied upon by the party or parties to whom they are made in entering into this Agreement and shall survive the Closing. Notwithstanding the foregoing, all representations and warranties set forth in Articles II , III and IV shall survive the Closing until the Expiration Date; provided, however , that the Expiration Date shall not apply to any (a) representations and warranties set forth in Section 2.12 (Tax Matters) or Section 2.21 (Environmental Matters), and in each such case the representations and warranties set forth therein shall survive until the second anniversary of the Closing Date, and (b) any representations and warranties contained in Section 2.1 (Organization and Power), Section 2.2 (Authorization), Section 2.4 (Capitalization), Section 2.11 (Title to and Encumbrance on Properties), Section 2.20 (Investment Banking; Brokerage), Section 3.1 (Stock; Closing Date Payment), Section 3.2 (Authority), or Section 3.4 (Brokers), and in each such case the representations and warranties set forth therein shall survive indefinitely or until the expiration of the applicable statute of limitations with respect thereto, as applicable (collectively, the representations and warranties in clause (b) above are referred to herein as the “ Fundamental Representations ”). All covenants and other agreements set forth herein shall survive indefinitely, unless such covenant or agreement expressly terminates on an earlier date.

Section 6.2             Indemnification .

(a)           TVV (a “ Seller Indemnifying Party ”) hereby agrees to defend, indemnify and hold the Buyer, the Company, and their respective Equity Interest holders, directors, officers, employees, agents, managers, and Affiliates (other than any person who is a Stockholder or the holder of Equity Interests of the Company as of the Closing Date) (parties receiving the benefit of the indemnification agreement under this Section 6.2 shall be referred to collectively as “ Buyer Indemnified Parties ” and individually as a “ Buyer Indemnified Party ”) harmless from and against any and all claims, damages, liabilities, losses, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of legal counsel), as the same are incurred, of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing, including, without limitation, the enforcement of any indemnification award hereunder) (collectively “ Losses ” and each individually, a “ Loss ”) which may be sustained or suffered by any Buyer Indemnified Party to the extent arising out of:

(i)           any breach of any representation or warranty made by the Company or TVV in this Agreement or the Schedules hereto (collectively, “ Buyer Warranty Claims ”);

(ii)          any breach of any obligation, agreement or covenant made by TVV in this Agreement;

(iii)         (A) any Taxes on or with respect to the Company for any Pre-Closing Period; (B) any Taxes of the Company pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local, or foreign law or regulation; (C) any Taxes of any Person imposed on the Company as a transferee or successor, by contract or pursuant to any Law which Taxes relate to an event or transaction occurring on or before the Closing Date; and (D) any breach of any covenant in Section 5.2 ;

(iv)         any claim for indemnification or advancement or reimbursement of expenses made or asserted against the Company by any present or former officer, director and/or employee of the Company who is an Affiliate of TVV, with respect to any action taken or omitted to be taken by any such officer, director and/or employee of the Company prior to the Closing; or

(v)          any fraud by the Company or TVV.

The rights of Buyer Indemnified Parties to recover indemnification in respect of any occurrence referred to in clause (v) of this Section 6.2(a) shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty, covenant or agreement set forth in this Agreement or in any Schedule hereto. A Buyer Indemnified Party may simultaneously bring multiple claims for indemnity based on one or more legal theories and based upon one or more provisions of this Agreement with respect to the same event, occurrence or set of facts; provided , that any liability for indemnification under this Section 6.2(a) shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.

(b)           The Buyer (the “ Buyer Indemnifying Party ”) hereby agrees to defend, indemnify and hold TVV and its Affiliates (parties receiving the benefit of the indemnification agreement under this Section 6.2(b) shall be referred to collectively as “ Seller Indemnified Parties ” and individually as a “ Seller Indemnified Party ”) harmless from and against any and all Losses which may be sustained or suffered by any such Seller Indemnified Party to the extent arising out of:

(i)           any breach of any representation or warranty made by the Buyer in this Agreement (collectively, “ Seller Warranty Claims ”);

(ii)          any breach of any obligation, agreement or covenant, made by the Buyer in this Agreement; or

(iii)         any fraud by the Buyer.

The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clause (iii) of this Section 6.2(b) shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty, covenant or agreement set forth in this Agreement. A Seller Indemnified Party may simultaneously bring multiple claims for indemnity based on one or more legal theories and based upon one or more provisions of this Agreement with respect to the same event, occurrence or set of facts.

(c)           Subject to Section 6.1 and Section 6.2(d) , the time period for making claims for indemnification with respect to Seller Warranty Claims or Buyer Warranty Claims shall expire and terminate on the Expiration Date; provided, however , that indemnification for any Loss related to any of the representations set forth in Section 6.1(a) shall not expire until the second anniversary of the Closing Date, and indemnification for any Loss related to any of the Fundamental Representations shall either (i) expire on the expiration date of the applicable statute of limitations or (ii) never expire, as applicable. In addition, the period for making indemnification claims under any of Section 6.2(a)(ii) through (v) , Section 6.2(b)(ii) , or Section 6.2(b)(iii) shall never expire, provided a claim is made prior to any express termination date of any covenant or agreement set forth in such Sections.

(d)           If prior to the relevant expiration date set forth in Section 6.2(c) , a Seller Indemnified Party or Buyer Indemnified Party shall have given written notice of a claim pursuant to Section 6.3 below, then the right to indemnification with respect to such claim shall survive any applicable expiration date until such claim is finally adjudicated.

(e)           Notwithstanding anything contained in this Section 6.2 to the contrary, the rights of an Indemnified Party to recover indemnification in respect of any claim arising under this Section 6.2 shall be subject to the following limitations:

(i)           Neither any Buyer Indemnifying Party, on the one hand, nor any Seller Indemnifying Party, on the other hand, shall have any obligation to indemnify any Seller Indemnified Party or any Buyer Indemnified Party, respectively, pursuant to Section 6.2(a)(i) , unless the aggregate of all Losses suffered or incurred by all Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, which would otherwise be subject to indemnification hereunder exceeds $60,000.00 in the aggregate (the “ Deductible ”), whereupon the total amount of such Losses in excess of the Deductible shall be recoverable in accordance with the terms hereof; provided, however, that the Deductible shall not apply with respect to any claim brought under (A) any of Section 6.2(a)(ii) through Section 6.2(a)(v), (B) Section 6.2(b)(ii) or Section 6.2(b)(iii), or (C) Section 6.2(a)(i) solely with respect to claims for breaches of Fundamental Representations or any representations and warranties set forth in Section 2.12 (Tax Matters) or Section 2.21 (Environmental Matters) (claims under any of clause (A), clause (B) or clause (C) are collectively referred to as “ Excluded Claims ”).

(ii)          Neither any Buyer Indemnifying Party, on the one hand, nor any Seller Indemnifying Party, on the other hand, shall have any obligation to indemnify any Seller Indemnified Party or any Buyer Indemnified Party, respectively, pursuant to Section 6.2(a)(i) , for Losses in excess of $500,000.00 (the “ Cap ”); provided, however , that the Cap shall not apply to Excluded Claims, and (A) indemnification for Losses with respect to Excluded Claims pursuant to Section 6.2(a)(i) solely with respect to claims related to representations and warranties set forth in Section 2.12 (Tax Matters) or Section 2.21 (Environmental Matters) shall be limited to Two Million Dollars ($2,000,000), and (B) indemnification for Losses with respect to Excluded Claims pursuant to Section 6.2(a)(i) solely with respect to claims related to Fundamental Representations or any claim brought under any of Sections 6.2(a)(ii) through Section 6.2(a)(v) , or Section 6.2(b)(ii) or Section 6.2(b)(iii) , shall be limited to the Purchase Price. Furthermore, for the avoidance of doubt, neither the Deductible nor the Cap shall apply to any post-Closing adjustments pursuant to Section 1.4 .

(iii)         The liability of TVV for any indemnifiable Loss hereunder shall be limited to 97.07% of the amount of the indemnifiable Loss.

Section 6.3             Notice; Payment of Losses; Defense of Claims .  

(a)           The term “ Indemnifying Party ” shall include the Buyer Indemnifying Parties and Seller Indemnifying Parties, as applicable, and the term “ Indemnified Party ” shall include a Buyer Indemnified Party or Seller Indemnified Party, as applicable. Each Indemnified Party is an express third party beneficiary of this Agreement and shall have each and every legal or equitable right, remedy or claim as set forth under this Agreement and shall be entitled to enforce each such right, remedy or claim, subject to any requirements, conditions or other limitations set forth in this Agreement as if such Person were a party hereto.

(b)           An Indemnified Party shall give written notice to the appropriate Indemnifying Party promptly upon learning of any such claim with respect to which such Indemnified Party seeks indemnity hereunder, and in any event not later than thirty (30) days after assertion of any written claim by any third party, specifying in reasonable detail the amount, nature and source of the claim; provided, however , that failure to give such notice shall not limit the right of an Indemnified Party to recover indemnity except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure and then only to the extent of such material prejudice.

(c)           Within twenty (20) days after receiving notice of a claim for indemnification, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i) concede or deny liability for the claim in whole or in part or (ii) in the case of a claim asserted by a third party, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability in whole, the Indemnifying Party shall pay the amount of such claim in cash to the Indemnified Party within five (5) business days of notice of such concession. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved, then the Indemnifying Party shall make no payment until a final resolution of the matter is obtained in accordance with this Agreement. If an Indemnifying Party denies liability in whole or in part, and such matter is finally resolved in favor of the Indemnified Party, such Indemnifying Party shall be liable for (A) the amount of the Losses sustained or suffered by the Indemnified Party plus (B) interest (computed on the basis of a 360-day year/30-day month) on the Losses at a rate per annum of six percent (6%) assessed from the date that is thirty (30) days after the date on which the Indemnifying Party received notice of such Losses from the Indemnified Party under Section 6.3(b) . If an Indemnifying Party fails to respond by written notice to the Indemnified Party within twenty (20) days after receiving notice of a claim for indemnification, such Indemnifying Party shall be deemed to have conceded liability for the claim in whole and to have irrevocably agreed to pay (A) the amount of the Losses sustained or suffered by the Indemnified Party plus (B) interest (computed on the basis of a 360-day year/30-day month) on the Losses at a rate per annum of six percent (6%) assessed from the date that is thirty (30) days after the date on which the Indemnifying Party received notice of such Losses from the Indemnified Party under Section 6.3(b) .

(d)           In the case of any third party claim, if within twenty (20) days after receiving the notice of a claim under Section 6.3(b) , the Indemnifying Party (i) gives written notice to the Indemnified Party stating that it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were valid and that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to such Indemnified Party that such indemnification will be paid fully and promptly if required and such Indemnified Party will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the Indemnifying Party and the Indemnifying Party shall control the defense of such claim, subject to the consent of all Indemnified Parties which consent shall not be unreasonably withheld, conditioned or delayed; provided , that so long as a conflict of interest does not exist, (A) the Buyer, on behalf of all Buyer Indemnified Parties, hereby approves Bass, Berry & Sims, PLC to serve as counsel to any Seller Indemnifying Party, and (B) TVV, on behalf of all Seller Indemnified Parties, hereby approves Neuberger, Quinn, Gielen, Rubin & Gipper, P.A. to serve as counsel to any Buyer Indemnifying Party. The assumption of defense of any such matters by the Indemnifying Party or Parties shall relate solely to the claim, liability or expense that is subject to indemnification. If the Indemnifying Party or Parties assume such defense in accordance with this Section 6.3 , they shall have the right, with the consent of such Indemnified Party or Parties, which consent shall not be unreasonably withheld, conditioned or delayed, to settle all indemnifiable matters related to the claim, liability or expense that is subject to indemnification. The Indemnifying Party or Parties shall keep such Indemnified Party or Parties promptly and reasonably apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party or Parties with all documents and information that such Indemnified Party or Parties shall reasonably request and shall consult with such Indemnified Party or Parties prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party or Parties shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however , if the named parties to the action or proceeding include both the Indemnifying Party or Parties and the Indemnified Party or Parties and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party or Parties shall be paid by the Indemnifying Party or Parties. If no such notice of intent to dispute and defend is given by the Indemnifying Party or Parties, or if such diligent good faith defense is not being or ceases to be conducted (following delivery of written notice asserting the failure to conduct a diligent and good faith defense and a thirty (30) day opportunity to cure), such Indemnified Party or Parties shall, at the expense of the Indemnifying Party or Parties, undertake the defense of (with counsel selected by such Indemnified Party or Parties), and shall have the right to compromise or settle, such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying Party or Parties, then such Indemnified Party or Parties shall make available all information and assistance that the Indemnifying Party or Parties may reasonably request and shall cooperate with the Indemnifying Party or Parties in such defense.

(e)           Notwithstanding any provision in this Section 6.3 to the contrary, no Seller Indemnifying Party shall have the right to assume or maintain, as applicable, control of the defense of any third party claim under Section 6.3(d) if any such third party claim (i) seeks non-monetary relief, (ii) involves criminal allegations, (iii) involves Losses that are not expected to exceed the Deductible (to the extent indemnity payments for such Losses are subject to the Deductible), (iv) involves Losses that are reasonably expected to exceed the maximum amount for which the Seller Indemnifying Parties could be liable under this Article VI , (v) involves Taxes, or (vi) is one in which the Buyer Indemnified Party reasonably believes an adverse determination with respect thereto could be materially detrimental to the reputation or future business prospects of any Buyer Indemnified Party.

(f)           Subject to the terms of the Escrow Agreement, the Escrow Amount will be available to compensate the Buyer Indemnified Parties for Losses for which such Buyer Indemnified Parties are entitled to indemnification pursuant to Section 6.2 .

Section 6.4             Characterization of Indemnity Payments .  Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Purchase Price for all Tax purposes.

Section 6.5             Limitation on Contribution and Certain Other Rights; No Circular Indemnity; Waiver of Rights .   TVV (on behalf of itself and its Affiliates and Representatives) hereby agrees that if, following the Closing, any payment is made by TVV, or otherwise becomes due from TVV pursuant to Section 1.4 , this Article VI or relating to fraud, fraud in the inducement, intentional misrepresentation or relating to the pursuit of equitable remedies, including, but not limited to, specific performance and injunctive relief, in respect of any Loss (each a “ Loss Payment ”), neither TVV nor any Affiliate or Representative of TVV shall have any rights against any Buyer Indemnified Party, whether by reason of contribution, indemnification, subrogation or otherwise, in respect of any such Loss Payment, it being understood that for the purposes of this Section 6.5 neither Hennis nor Wilberding shall be deemed to be a Buyer Indemnified Party by virtue of their being an Equity Interest holder of the Buyer. TVV (on behalf of itself and its Affiliates and Representatives) hereby further agrees that neither TVV nor any Affiliate or Representative of TVV will make any claim for indemnification against the Buyer or any of its Affiliates (including the Company), or any director, officer or employee of any of the foregoing, under the organizational documents of the Company by reason of the fact that TVV (or any Affiliate or Representative of TVV) is or was an Equity Interest holder, director, officer, manager or agent of the Company or is or was serving at the request of the Company as a member, director, officer, partner, trustee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, Losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, by-law, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Indemnified Parties against any Seller Indemnifying Party pursuant to this Agreement or otherwise relating thereto.

Section 6.6             Exclusivity of Indemnification .  The parties hereto agree that, except as set forth in Section 1.4 and Section 5.2 , the indemnification provisions of this Article VI are intended to provide the exclusive remedy for money damages as to all Losses that they may incur arising from or relating to the transactions contemplated hereby and any other Transaction Agreement. Notwithstanding the foregoing, this 0 shall not be interpreted to limit the rights or remedies of any party hereto in the case of fraud, fraud in the inducement, intentional misrepresentation or in respect of the pursuit of equitable remedies, including, but not limited to, specific performance and injunctive relief.

Article VII
GENERAL PROVISIONS

Section 7.1             Notices .   All notices, requests, claims, demands and other communications under this Agreement must be in writing and will be deemed given if delivered personally, sent by overnight courier (providing proof of delivery) or via facsimile or email (providing proof of sending) to the parties at the following addresses (or at such other address for a party as specified by like notice):

(a)           if to the Company, to:

INDCO, Inc.

4040 Earnings Way

New Albany, IN 47150

Attn: C. Mark Hennis

Facsimile: (800) 942-9742

Email: hennis@indco.com

(b)           if to the Buyer, to:

Janel Corporation

303 Merrick Road, Suite 400

Lynbrook, New York 11563

Attn: Brendan J. Killackey, CEO

Facsimile: (516) 593-0925

Email: bkillackey@Janelgroup.net

with a copy to:

Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.

One South Street, 27 ^th Floor

Baltimore, Maryland 21202

Attn: Hillel Tendler
Facsimile: 410-332-8553

Email: ht@nqgrg.com

(c)           if to TVV, to:

Tennessee Valley Ventures II, L.P.

201 Fourth Avenue North, Suite 1250

Nashville, TN 37219

Attn: Andrew W. Byrd

Facsimile: (615) 256-7057

Email: andrew@tvvcapital.com

with a copy to:

McKenzie Laird, PLLC

3835 Cleghorn Avenue, Suite 250

Nashville, TN 37215

Attn: Donald I.N. McKenzie

Facsimile: (615) 297-7040

Email: dmckenzie@mckenzielaird.com

Section 7.2             Disclosure Schedules .  Information set forth in the schedules to this Agreement (the “ Schedules ”) shall modify, supplement, qualify or limit the representations made in Article II , Article III or Article IV , respectively. The Section number headings in the Schedules correspond to the Section numbers in this Agreement.

Section 7.3             Assignability; Binding Agreement; Third Party Beneficiary .   Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned (whether by operation of Law or otherwise) by any of the parties hereto without the prior written consent of the other parties provided , however , that the Buyer may, without the consent of any of the other parties, assign the rights of the Buyer (including its rights under Article VI ) under this Agreement and the Company may, without the consent of any of the other parties, assign the rights of the Company under this Agreement (a) for collateral security purposes to any lender of the Buyer or the Company, respectively, (b) a wholly-owned subsidiary of the Buyer, or (c) to any successor in interest of the Buyer or the Company, respectively; provided, further , that no such assignment shall relieve Buyer from any of its obligations hereunder. This Agreement shall be binding upon and enforceable by, and shall inure to the benefit of, the parties hereto and their respective successors, heirs, executors, administrators and permitted assigns, and no others. Notwithstanding the foregoing and except as provided in Article VI , nothing in this Agreement is intended to give any Person not named herein the benefit of any legal or equitable right, remedy or claim under this Agreement, except as expressly provided herein, and no such Persons shall have any such rights, remedies or claims.

Section 7.4             Severability .  Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under Law, but if any provision (or part thereof) of this Agreement shall be deemed prohibited or invalid under such Law, such provision (or part thereof) shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

Section 7.5             No Agreement Until Executed .  Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among the parties hereto unless and until this Agreement is executed and delivered by the parties hereto.

Section 7.6             Certain Definitions .  For purposes of this Agreement:

(a)           “ Adjustment Time ” means the open of business Eastern time on the Closing Date.

(b)           An “ Affiliate ” of a Person means (i) with respect to an individual, such individual’s spouse, children (natural or adopted), or any other direct lineal descendant of such individual or his spouse; (ii) with respect to an entity, any officer, director, holder of an Equity Interest representing at least 10% of the voting power of the issuer of such Equity Interest, general partner, manager or trustee of such entity; and (iii) with respect to an individual or entity, any Person which directly or indirectly Controls, is Controlled by, or is under common Control with such Person.

(c)           “ Business Day ” means any day other than a Saturday or Sunday or weekday on which banks in Indianapolis, Indiana are authorized or required to be closed.

(d)           “ Cash and Cash Equivalents ” means all cash on hand and cash equivalents that are immediately convertible into cash (including interest receivable thereupon) determined in accordance with GAAP and the Company’s past practices consistently applied, less any Restricted Cash (as defined below).

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

(f)           “ Company Expenses ” means all fees and expenses of TVV or the Company incurred in connection with the negotiation and the consummation of the transactions contemplated by this Agreement or payable upon the consummation of the transactions contemplated by this Agreement.

(g)           “ Confidential Information ” means all information of or regarding the Buyer, the Company, or any of their respective Affiliates, including, without limitation: (i) information regarding operations, assets, liabilities or financial condition; (ii) information regarding employees, contractors, subcontractors, sales agents or sales representatives; (iii) customer lists or other information related to customers; (iv) information regarding vendors, suppliers, distributors or other business partners; (v) forecasts, projections, budgets and business plans; (vi) trade secrets and proprietary information; or (vii) the terms of this Agreement.

(h)           “ Contractual Obligation ” means, with respect to any Person, any contract, agreement, deed, mortgage, lease, sublease, license, commitment, promise or undertaking, whether written or oral, or other document or instrument to which or by which such Person is a party or otherwise bound or to which or by which any property, business, operation or right of such Person is bound.

(i)           “ 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 Equity Interests, by contract or otherwise.

(j)           “ Employee Benefit Program ” means (i) an employee benefit plan within the meaning of Section 3(3) of ERISA whether or not subject to ERISA; and (ii) incentive award plans, bonus plans or arrangements, stock option, stock purchase or equity compensation plans, phantom equity programs, severance pay plans, programs or arrangements, deferred compensation arrangements or agreements, employment agreements, executive compensation plans, programs, agreements or arrangements, change in control plans, programs or arrangements, supplemental income arrangements, vacation plans, and all other employee benefit plans, agreements, and arrangements, not described in (i) above, in all cases, maintained or sponsored by the Company or any of its ERISA Affiliates or in which employees of the Company or any of its ERISA Affiliates participate or with respect to which the Company or any of its ERISA Affiliates has or may have any liability.

(k)           “ Encumbrance ” means any mortgage, pledge, security interest, claim, charge, lien, option, right of first refusal, easement, restrictive covenant, restriction and encumbrance of any kind.

(l)           “ Equity Interests ” means (i) any capital stock, share, partnership or membership interest, unit of participation or other similar interest (however designated) in any Person and (ii) any option, warrant, purchase right, conversion right, exchange rights or other contractual obligation which would entitle any Person to acquire any such interest in such Person or otherwise entitle any Person to share in the equity, profit, earnings, losses or gains of such Person (including stock appreciation, phantom stock, profit participation or other similar rights).

(m)           “ ERISA Affiliate ” means any entity that would have ever been considered a single employer with the Company under Section 4001(b) of ERISA or part of the same “controlled group” as the Company for purposes of Section 302(d)(3) of ERISA.

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

(o)           “ Expiration Date ” means the first (1 ^st ) anniversary of the Closing Date.

(p)           “ GAAP ” means generally accepted accounting principles as applied in the United States.

(q)           “ General Enforceability Exceptions ” means (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and (ii) the application of equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity).

(r)           “ Governmental Authority ” means any government or political subdivision, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision, or any federal, state, local or foreign court having competent jurisdiction.

(s)           “ Hennis Employment Agreement ” means that certain Employment Agreement dated as of the Closing Date by and between the Company and Hennis, on terms acceptable to the Buyer

(t)           “ Indebtedness ” means, with respect to the Company, (i) indebtedness for borrowed money, (ii) indebtedness for the deferred purchase price of property or services, (iii) any indebtedness evidenced by any note, bond, debenture or other debt security; (iv) obligations as lessee under leases which have been or should be, in accordance with GAAP consistently applied, recorded as capital leases; (v) all accrued and unpaid interest on or any premiums, fees, penalties, expenses or other amounts due with respect to (i) through (iv) above; and (vi) any obligations of any other Person or a type referred to in clauses (i) through (v) to the extent directly or indirectly guaranteed by the Company.

(u)           “ Intellectual Property ” means (i) patents and patent applications (collectively, “ Patents ”), (ii) registered trade names, trade dress, logos, slogans, Internet domain names, registered and unregistered trademarks and service marks and related registrations and applications for registration, and all goodwill symbolized thereby (collectively, “ Marks ”), (iii) registered copyrights in both published and unpublished works, including without limitation all compilations, databases and computer programs, manuals and other documentation and all copyright registrations and applications (collectively, “ Copyrights ”), (iv) rights under applicable US state trade secret Laws as are applicable to know-how and confidential information, and (v) computer software (including, without limitation, source code, executable code, data, databases, and documentation).

(v)          “ Knowledge ” means the facts, circumstance or other information that are actually known by an individual. The phrases “to the Company’s Knowledge,” “to the Knowledge of the Company” or similar uses of Knowledge coupled with the Company shall mean the facts, circumstance or other information that are actually known by Hennis or Wilberding after conducting a reasonable investigation

(w)           “ Law ” means any domestic, foreign, state or local statute, law, ordinance, rule, regulation, order of general applicability of any Governmental Authority.

(x)           “ Net Working Capital ” means, with respect to the Company, as of the respective balance sheet date: (i) the sum of inventory, accounts receivable (net of allowances for bad debt), prepaid expenses, prepaid insurance, and prepaid catalog expenses, less (ii) the sum of accounts payable, credit card payable, customer deposits, refunds for product returns, accrued salaries and payroll taxes, accrued bonus plan, accrued profit sharing, accrued 401(k) Plan payable, and sales tax payable, in each case, determined in accordance with GAAP.

(y)           “ Order ” means any order, injunction, judgment, decree or ruling, or arbitration award of any Governmental Authority or arbitrator.

(z)           “ Ordinary course of business ” means, with respect to any Person, the usual and ordinary course of such Person’s business consistent with past practice (including with respect to frequency, quantity and magnitude).

(aa)          “ Person(s) ” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity or group (as defined in Section 13(d) of the Exchange Act).

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

(cc)          “ Property Taxes ” means real, personal and intangible ad valorem property taxes.

(dd)          “ Representative ” means, with respect to any party hereto, any agent, trustee, director, manager, officer, employee, attorney, accountant, or other representative of such party.

(ee)          “ Restricted Cash ” means all pre-paid accounts, customer deposits, insurance and customer refunds, other deposits and an amount of cash necessary to cover the aggregate amount of all checks or wires drawn against any bank account of the Company that have not cleared prior to the Closing.

(ff)          “ Rollover Amount ” means (x) $ [___________] , which is the aggregate value attributed to the rollover shares of common stock of the Company retained by Hennis set forth under the heading “Shares of Rollover Stock” on Exhibit A , as such amount may be adjusted in the Closing Statement, plus (y) the principal amount of the Hennis Redemption Note.

(gg)          “ Subsidiary ” means, with respect to any Person (the “ Subject Person ”), any corporation more than 50% of whose outstanding voting securities, or any partnership, joint venture or other entity more than 50% of whose total Equity Interests, are directly or indirectly owned by such Subject Person.

(hh)          “ Target Working Capital ” means $835,000.00.

(ii)          “ Tax ” or “ Taxes ” means any federal, state, local or foreign income, gross receipts, capital gains, franchise, alternative or add-on minimum, estimated, sales, use, goods and services, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, special assessment, personal property, capital stock, social security, unemployment, employment, disability, payroll, employee or other withholding, contributions or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing.

(jj)          “ Tax Returns ” means returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of Taxes of any party or the administration of any laws, regulations or administrative requirements relating to any Taxes.

(kk)          “ Transaction Agreements ” means this Agreement and any other agreement entered into by the parties or any of them in connection with the transactions contemplated by this Agreement, including the Escrow Agreement, the Hennis Employment Agreement and the Wilberding Employment Agreement.

(ll)          “ Wilberding Employment Agreement ” means that certain Employment Agreement dated as of the Closing Date by and between the Company and Wilberding, on terms acceptable to the Buyer.

(mm)          “ Hennis Redemption Note ” means the Company’s unsecured promissory note due ninety (90) days after the date of this Agreement, issued to Hennis for the purchase and redemption of 10,000 shares of Common Stock.

Section 7.7             Interpretation .  When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference will be to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” Where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms used herein with initial capital letters have the meanings ascribed to them herein and all terms defined in this Agreement will have such defined meanings when used in any certificate, exhibits or schedules or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein, or in any agreement or instrument that is referred to herein, means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. Accounting terms used and not otherwise defined herein shall have the meanings given to them by GAAP, consistently applied. The term “certificate, exhibits or schedules” when used herein is not intended to incorporate preexisting agreements between the Company and unrelated third parties that may be attached or delivered as part of an exhibit or schedule but have not been made with reference or in connection with this Agreement or the Closing.

Section 7.8             Fees and Expenses .  Subject to Section 1.3(c) , and except as otherwise set forth in this Agreement, each of the Buyer, on the one hand, and the Company and TVV, on the other hand, shall bear their own expenses in connection with the negotiation and the consummation of the transactions contemplated by this Agreement.

Section 7.9             Governing Law .   This Agreement will be governed by, and construed in accordance with, the internal Laws of the State of Indiana regardless of the Laws that might otherwise govern under applicable principles of conflict of laws.

Section 7.10           Specific Performance .  The parties hereto agree that irreparable damage could occur in the event that any of the covenants in this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of the covenants set forth in this Agreement and to enforce specifically the terms and provisions of the covenants hereof in accordance with Section 7.11 . Such remedies shall not be exclusive and shall be in addition to any other remedies that any party may have under Article VI .

Section 7.11           Venue; Consent to Jurisdiction .   Except as for all disputes, claims, or controversies arising out of Section 1.4 (Post-Closing Adjustments) (which disputes, claims, or controversies shall be resolved exclusively as set forth in Section 1.4 ), all disputes, claims, or controversies arising out of or relating to this Agreement or any of the other Transaction Agreements or the transactions contemplated hereby or thereby or the negotiation, validity or performance hereof or thereof that are not resolved by mutual agreement shall only be brought in the federal courts situated in the County of Marion in the State of Indiana (including the appropriate appellate courts therefrom). Each of the parties hereto irrevocably and unconditionally consents to the exclusive jurisdiction of such federal courts to resolve all such disputes, claims or controversies and further consents to the jurisdiction of such federal courts for the purposes of enforcing the provisions of Section 1.4 ; provided , however , that to the extent necessary to avoid irreparable harm, any party may seek temporary or preliminary injunctive relief in accordance with Section 7.10 in any court of competent jurisdiction. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH disputes, claims or controversies . Each party hereto further irrevocably waives any objection to any proceeding before such federal courts based upon lack of personal jurisdiction or to the laying of venue in such federal courts and further irrevocably and unconditionally waives and agrees not to make a claim in any court that any proceeding before such federal courts has been brought in an inconvenient forum. Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given hereunder. Each of the parties hereto hereby agrees that its submission to jurisdiction and its consent to service of process by mail are made for the express benefit of the other parties hereto. The parties agree and intend that the pendency of a proceeding pursuant to Section 1.4 of this Agreement shall not preclude the ability of any party to bring an action under this Section 7.11 with respect to any dispute or controversy to which this Section 7.11 applies.

Section 7.12           Mutual Drafting .  The parties hereto are sophisticated and have been represented by attorneys throughout the transactions contemplated hereby who have carefully negotiated the provisions hereof. As a consequence, the parties do not intend that the presumptions of Laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied to this Agreement or any agreement or instrument executed in connection herewith, and therefore waive their effects.

Section 7.13           Integration .   This Agreement and the Transaction Agreements, including the schedules, exhibits, documents and instruments referred to herein or therein, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.

Section 7.14           Counterparts .  This Agreement may be executed and delivered by facsimile signature or portable document format (PDF) by electronic mail and in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 7.15          Amendments, Waivers and Consents.  For the purposes of this Agreement and all agreements executed pursuant hereto, no course of dealing between or among any of the parties hereto and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. No provision hereof may be waived otherwise than by a written instrument signed by the party or parties so waiving such covenant or other provision. Waiver of any term or condition of this Agreement by a party shall not be construed as a waiver of any subsequent breach or waiver of the same term or condition by such party, or a waiver of any other term or condition of this Agreement by such party. No amendment to this Agreement may be made without the written consent of TVV, the Company and the Buyer.

[Signature page immediately follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be signed personally, or by their respective officers thereunto duly authorized, all as of the date first written above.

Signature Page to

Stock Purchase Agreement

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made as of the 21st day of March, 2016, by and between C. MARK HENNIS, residing at 708 Nottingham Parkway, Louisville, Kentucky 40222 hereinafter referred to as the “ Executive ”), and INDCO, INC., a Tennessee corporation (hereinafter referred to as the “ Company ”).

EXPLANATORY STATEMENT

The Executive is president of the Company and owns an equity interest in the Company. The Company entered into a Stock Purchase Agreement dated as of March __, 2016 (the “ Purchase Agreement ”) with respect to the purchase by an unaffiliated third party of the majority of the issued and outstanding shares of the Company. The Company desires to continue the employment of the Executive, and the Executive wishes to accept such employment, upon the terms and conditions set forth in this Agreement.

NOW THEREFORE, the parties, intending to be legally bound, agree as follows:

AGREEMENT

1.            Employment.

1.1.            Subject to and upon the terms and conditions of this Agreement, the Company hereby employs, and agrees to continue the employment of, the Executive during the term hereof, and the Executive hereby accepts such continued employment in the capacity as President. In the performance of his duties, the Executive shall report to the Company’s Board of Directors (“ Board ”).

1.2.            The Executive represents and warrants that he is not bound by any non-competition, franchise, service, or other agreement which would prohibit or restrict him from entering into this Agreement or performing any of his obligations under this Agreement. Any such agreement which would prohibit or restrict the Executive from entering into this Agreement or performing any of his obligations hereunder have been duly terminated, and all such prohibitions or restrictions have lapsed without the other party to any such agreement filing any action to continue any such prohibitions or restrictions.

2.           Duties.

2.1.            During the Employment Period (as defined below), the Executive shall serve as, and have responsibilities and authority consistent with the position of, President of the Company, which shall be subject to the discretion of the Board. At the request of the Board, the Executive shall serve as a director, officer or consultant of any subsidiary of the Company or of any other entity in which the Company has an interest, provided that the Executive is indemnified for such service to the same extent as he is indemnified for serving in his capacities on behalf of the Company.

2.2.            The Executive agrees to devote his full working time and best efforts to the performance of his duties for the Company. The Executive shall diligently and conscientiously devote his full and exclusive business time and attention and best efforts in discharging his duties. Nothing herein shall restrict the Executive from devoting reasonable time and his expertise to charitable or communal activities. The Company shall provide appropriate office space and services to allow the Executive to discharge his duties, consistent with policies established by the Board from time to time. The Executive shall perform his duties in accordance with the Company’s policies and standard operating procedures as they may be in effect from time to time.

2.3.            In no event will Executive be required to relocate his residence from its present location.

3.           Term.

This Agreement shall be for a term (the “ Employment Period ”) commencing on the date hereof and terminating on the day prior to the second anniversary thereof, unless sooner terminated pursuant to the terms hereof. This Agreement shall thereafter be renewed and extended on its prevailing terms and conditions for successive one-year terms unless either party shall, not less than six months prior to the expiration of the initial term or any renewal term, gives written notice to the other of his/her or its intention not to renew.

4.           Compensation.

4.1.             Base Salary . The Company shall pay to the Executive a salary at the rate of $180,000 per annum, pursuant to such regular pay periods as are adopted by the Company from time to time (the “ Salary ”), subject to adjustment as may be approved by the Company from time to time. The Company shall withhold from Executive’s compensation all federal, state and local taxes that it may now or may hereafter be required to withhold.

4.2.             Incentive Compensation . In addition to the Base Salary, the Executive shall receive an annual Incentive Compensation equal to the amount determined pursuant to Exhibit A attached hereto and incorporated herein by reference (“ Incentive Compensation ”), which shall be paid by the Company within 120 days following the end of the Company’s fiscal year with respect to which the Incentive Compensation is earned. The Incentive Compensation shall be subject to all applicable federal, state and local withholding taxes.

5.           Benefits.

5.1.            The Executive shall be entitled to vacation time, holiday time, sick leave and other leave all in accordance with the Company’s policy with respect to such matters. The parties understand that such benefits are beneficial to both the Company and the Executive and will not be abused. The Executive shall take his vacation at such reasonable time or times as shall be agreed upon by the Executive and the Company. Vacation time, holiday time, sick leave and other leave for any year may only accrue to future years or entitle the Executive to cash compensation for any such time not used in accordance with the Company’s policy with respect to such matters.

5.2.            During the term hereof:

(i)            The Company shall provide the Executive with such group health insurance, life insurance and disability insurance benefits as are provided to other executives of the Company from time to time during the term of this Agreement in accordance with the Company’s policies with respect to such matters.

(ii)         The Executive shall be promptly reimbursed by the Company upon presentation of appropriate vouchers for all reasonable business expenses incurred by the Executive on behalf of the Company consistent with the Company’s expense, travel and entertainment policies.

6.           Stock Options.

6.1.            The Company has previously granted to the Executive options to purchase 19,973 shares of the Company’s Common Stock (the “ Options ”). Notwithstanding the closing under the Purchase Agreement, the Options shall remain in full force and effect in accordance with the terms of the Options, except as hereinafter set forth.

6.2.            The parties agree that within 30 days following the date hereof, the Options shall be amended to reduce the exercise price to a nominal amount, to require Executive to exercise such options within 30 days of executing such amendment to the Options, to provide for the Company’s right of first refusal on any sale by the Executive of shares acquired upon exercise of the Options (“ Option Shares ”), to provide that Option Shares may not be transferred by Executive for three (3) years following the date of exercise and such other terms as shall be agreed upon by the parties.

6.3.            The parties further agree that as soon as practicable following the date hereof, and in any event within 90 days following the date hereof, the Board will create, and submit to the Company’s shareholders for approval, an incentive stock option plan on such terms as shall be approved by the Board, and Executive shall be granted options under such plan as hereinafter set forth and on such other terms as shall be approved by the Board. The terms of such plan shall include an “Automatic Annual Grant of Options”, as hereinafter defined, to Executive. As used herein, “ Automatic Annual Grant of Options ” means, that effective the first day of the Company’s fiscal year for each of the five consecutive fiscal years commencing October 1, 2017, provided Executive is then employed by the Company or a subsidiary or parent of the Company, the Executive will be granted an option to purchase shares of the Company’s Common Stock equal to one-half of one percent (0.5%) of the Company’s outstanding Common Stock on a fully diluted basis as of the previous day, at an exercise price per share equal to fair market value on the date of grant, with such options to vest one-third on each of the first three anniversaries of the date of grant provided Executive is employed by the Company or a subsidiary or parent of the Company on such vesting date.

6.4.            The parties agree that within 30 days following the date hereof, the Company will grant Executive incentive stock options to purchase 18,577 shares of the Company’s Common Stock at an exercise price of $6.48 per share, which options shall have a term of ten (10) years and shall vest and become exercisable as follows, provided Executive is employed by the Company or a subsidiary or parent of the Company on such vesting date:

March 1, 2017 – 6,192 shares

March 1, 2018 – 12,384 shares in total

March 1, 2019 – 18,577 shares in total.

7.            Non-Disclosure.

The Executive shall not at any time during or after the termination of his employment hereunder make use of or disclose to any person, corporation, or other entity, for any purpose whatsoever, any trade secrets or other confidential information concerning the business of the Company and/or any of its affiliates, and/or their respective finances, pricing, sales and marketing information, and other business information relating to the terms of any business relationship with any vendor or customer, nor shall Executive make use of, disclose or make known the names, historical information or financial terms relating to any customer of the Company and/or any of its affiliates (collectively referred to as the “ proprietary information ”), except to the extent necessary for the performance of his duties hereunder. For the purposes of this Agreement, trade secrets, confidential information and proprietary information shall mean information disclosed to the Executive or known by him as a consequence of his association with the Company, whether or not pursuant to this Agreement, and not generally known in the industry, concerning the business, finances, methods, operations, sales, marketing information and information relating to pricing, vendor lists and customer lists of the Company. The Executive acknowledges that trade secrets and other items of confidential information, as they may exist from time to time, are valuable and unique assets of the Company and that disclosure of any such information would cause substantial injury to the Company.

8.           Termination.

8.1.        The Employment Period and the Executive’s Salary, and any and all other rights of the Executive under this Agreement or otherwise as an Executive of the Company will terminate:

(i)            upon the expiration of the then-current term without renewal pursuant to Section 3 hereof;

(ii)         upon the death of the Executive;

(iii)        upon the disability of the Executive (as defined in Section 8.2 hereof) immediately upon notice from either party to the other; or

(iv)        upon termination of the Executive for cause (as defined in Section 8.3 hereof), immediately upon notice from the Company to the Executive, or at such later time as such notice may specify.

8.2.        For purposes of Section 8.1 hereof, the Executive will be deemed to have a “disability” if, for physical or mental reasons, the Executive is unable to perform the essential functions of the Executive’s duties under this Agreement for 90 consecutive days, or 120 non-consecutive days during any 12-month period. The disability of the Executive will be determined by a medical doctor selected by the Company and the Executive upon the request of either party by notice to the other. If the Company and the Executive cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether the Executive has a disability. The expenses of each doctor selected by a party shall be paid by such party, and the expenses of a doctor selected jointly by the parties or jointly by the two doctors selected by the parties shall be paid by the Company. The determination of the medical doctor selected will be binding on both parties. The Executive must submit to a reasonable number of examinations by the medical doctor making the determination of disability under this Section, and the Executive hereby authorizes the disclosure and release to the Company of such determination and all supporting medical records. The Company will keep all such medical information confidential, will not reproduce any such medical information except to the extent necessary to complete the confidential personnel file of the Executive, and will promptly return all such records to the Executive or his representative upon request. If the Executive is not legally competent, the Executive’s legal guardian or duly authorized attorney-in-fact will act in the Executive’s stead, under this Section, for the purposes of submitting the Executive to the examinations, and providing the authorization of disclosure, required under this Section.

8.3.            For purposes of Section 8.1 hereof, the phrase “for cause” means: (i) the Executive’s material breach of this Agreement following written notice by the Company to the Executive of such breach, and the Executive’s failure to commence the cure of such breach within 10 days following receipt of such notice and diligent pursuit and cure of such breach within 30 days following receipt of such notice (which may be extended in the Company’s reasonable discretion if the Executive is diligently pursuing the cure thereof); (ii) the Executive’s failure to adhere to any material written Company-wide policy if the Executive has been given a reasonable opportunity to comply with such policy or to cure his failure to comply (which reasonable opportunity must be granted during the 20-day period preceding termination of this Agreement); (iii) the appropriation (or attempted appropriation) of a material business opportunity of the Company for the Executive’s personal benefit or for the benefit of any individual or entity other than the Company and its affiliates, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; (iv) the misappropriation (or attempted misappropriation) of any of the Company’s funds or property; or (v) the conviction of, the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest with respect to, a felony.

8.4.            Effective upon the termination of this Agreement, in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Company, the Company will pay the Executive only as follows, in accordance with the Company's policy with respect to such matters:

(i)            If this Agreement terminates due to its expiration, the Executive will be entitled to receive his Salary and accrued Incentive Compensation only through such expiration date.

(ii)         If the Company terminates this Agreement for cause, the Executive will be entitled to receive his Salary only through the date such termination is effective, and no Incentive Compensation will be paid with respect to the fiscal year during which such termination became effective.

(iii)        If this Agreement is terminated by either party as a result of the Executive’s disability, the Company will pay the Executive his Salary and a proportionate share of the Incentive Compensation through the remainder of the calendar month during which such termination is effective, such Incentive Compensation amount to be paid within 120 days following the end of the fiscal year during which such termination became effective.

(iv)        If this Agreement is terminated because of the Executive’s death, the Executive's estate or personal representative will be entitled to receive his Salary and a proportionate share of the Incentive Compensation through the remainder of the calendar month during which such termination is effective, such Incentive Compensation amount to be paid within 120 days following the end of the fiscal year during which such termination became effective.

The Executive’s accrual of, or participation in Executive benefit plans will cease at the effective date of the termination of this Agreement, and the Executive will be entitled to accrued benefits pursuant to such plans only as provided in such plans and by applicable state and federal laws. The post-termination terms of any Options granted to the Executive will be as set forth in the instruments governing such Options.

9.           Covenants of the Executive.

9.1.            For a period of two years following termination of the Employment Period, the Executive shall not own, manage, operate, control, invest or participate in or be connected with in any capacity, anywhere in the United States (either as an employee, employer, trustee, consultant, agent, principal, partner, corporate officer, director, manager, owner or shareholder or in any other individual or representative capacity) with any business, individual, partnership, firm, corporation or other person (other than the Company) which is engaged in the business of the manufacture, production and sale of industrial mixers via direct sale, catalog and the internet. Without any implied limitation, the foregoing covenant shall prohibit: (i) hiring or engaging or attempting to hire or engage for or on behalf of any person or entity, any officer or employee of the Company or any of its affiliates, or any former officer or employee of the Company or any of its affiliates who was employed or retained during the 12 month period immediately preceding the date of such solicitation for or on behalf of such other person, or soliciting or attempting to solicit any such officer or employee or any independent contractor of the Company or any of its affiliates to terminate his or her relationship or employment with the Company or any of its affiliates, or (ii) soliciting for or on behalf of any other person, any client or customer of the Company as of the date of the Executive’s employment termination Date or during the preceding 12 months, or diverting to any person any client, customer or business opportunity of the Company.

9.2.            The Executive hereby agrees that the covenants contained in Section 9.1 (the “ Restrictive Covenants ”) are entered into in partial consideration of the Executive’s employment pursuant to the terms of this Agreement, are reasonable in geographic scope and duration in view of the relevant market for the products and services of the Company and that any breach of any of the Restrictive Covenants could result in continuing and irreparable harm to the Company or its affiliates. Therefore, the Executive hereby agrees and consents that, in addition to any other remedies available to the Company (whether at law or at equity), the Company shall be entitled to seek an injunction, restraining order or any appropriate decree of specific performance for any actual or threatened violation or breach of Section 9.1, without the posting of any bond.

9.3.            Each of the Restrictive Covenants is distinct and severable, notwithstanding that some of such covenants may be set forth in one section hereof for convenience.

9.4.            In the event that any or all of the Restrictive Covenants shall be determined by a court of competent jurisdiction to be unenforceable by reason of their geographic or temporal restrictions being too great, or by reason that the range of activities covered are too great, or for any other reason, they should be interpreted to extend over the maximum geographic area, period of time, range of activities, or other restrictions as to which they may be enforceable.

10.         Miscellaneous.

10.1.             Entire Agreement; Amendment . This Agreement sets forth the entire agreement between the parties and supersedes all prior agreements between the parties, whether oral or written, with respect to the subject matter of this Agreement. No change, addition or amendment shall be made hereto, except by written agreement signed by all of the parties hereto.

10.2.             Severability . If any provision of this Agreement shall be held invalid and unenforceable, the remainder of this Agreement shall remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall remain in full force and effect in all other circumstances.

10.3.             Notices . All notices, writings and other communications required or permitted to be given pursuant to this Agreement shall be in writing, and if such notices are hand-delivered or e-mailed, return e-mail acknowledgement requested, to the address set forth below, they shall be deemed to have been received on the business day so delivered or transmitted; if such notices are transmitted by overnight courier, to the address set forth below, they shall be deemed to have been received on the business day following the date on which so transmitted, provided that any notice, writing or other communication received after 5:00 p.m., Eastern Time, shall be deemed to have been received on the next business day:

10.4.       Benefit . This Agreement shall inure to, and shall be binding upon, the parties hereto, the successors and assigns of the Company and the heirs and personal representatives of the Executive. The Executive may not assign any of his rights or obligations hereunder. The Company may assign its rights and obligations hereunder to another entity controlling, controlled by, or under common control with the Company.

10.5.       Waiver . The waiver by either party of any breach or violation of any provision of this Agreement or the failure by any party to take action in response to the conduct or performance of any party shall not operate or be construed as a waiver of any subsequent breach, violation, conduct or performance.

10.6.       Governing Law . The internal law of the State of Indiana shall govern the construction and validity of this Agreement without regard to conflicts of law.

10.7.       Defined Terms . Except as may otherwise be expressly provided herein, all capitalized terms have the meanings set forth in the Purchase Agreement.

10.8.       Counterparts . This Agreement may be executed in counterparts, all of which taken together shall constitute one instrument.

[signatures appear on next page]

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

[Employment Agreement of C. Mark Hennis]

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made as of the 21st day of March, 2016, by and between Kris B. Wilberding , residing at 5105 Creekwood Dr., Greenville, Indiana 47124 (hereinafter referred to as the “ Executive ”), and INDCO, INC., a Tennessee corporation (hereinafter referred to as the “ Company ”).

EXPLANATORY STATEMENT

The Executive is chief financial officer of the Company. The Company entered into a Stock Purchase Agreement dated as of March __, 2016 (the “ Purchase Agreement ”) with respect to the purchase by an unaffiliated third party of the majority of the issued and outstanding shares of the Company. The Company desires to continue the employment of the Executive, and the Executive wishes to accept such employment, upon the terms and conditions set forth in this Agreement.

NOW THEREFORE, the parties, intending to be legally bound, agree as follows:

AGREEMENT

1.           Employment.

1.1.           Subject to and upon the terms and conditions of this Agreement, the Company hereby employs, and agrees to continue the employment of, the Executive during the term hereof, and the Executive hereby accepts such continued employment in the capacity as Chief Financial Officer. In the performance of her duties, the Executive shall report to the Company’s Board of Directors (the “ Board ”).

1.2.           The Executive represents and warrants that she is not bound by any non-competition, franchise, service, or other agreement which would prohibit or restrict her from entering into this Agreement or performing any of her obligations under this Agreement. Any such agreement which would prohibit or restrict the Executive from entering into this Agreement or performing any of her obligations hereunder have been duly terminated, and all such prohibitions or restrictions have lapsed without the other party to any such agreement filing any action to continue any such prohibitions or restrictions.

2.           Duties.

2.1.           During the Employment Period (as defined below), the Executive shall serve as, and have responsibilities and authority consistent with the position of, Chief Financial Officer of the Company, which shall be subject to the discretion of the Board. At the request of the Board, the Executive shall serve as a director, officer or consultant of any subsidiary of the Company or of any other entity in which the Company has an interest, provided that the Executive is indemnified for such service to the same extent as she is indemnified for serving in her capacities on behalf of the Company.

2.2.           The Executive agrees to devote her full working time and best efforts to the performance of her duties for the Company. The Executive shall diligently and conscientiously devote her full and exclusive business time and attention and best efforts in discharging her duties. Nothing herein shall restrict the Executive from devoting reasonable time and her expertise to charitable or communal activities. The Company shall provide appropriate office space and services to allow the Executive to discharge her duties, consistent with policies established by the Board from time to time. The Executive shall perform her duties in accordance with the Company’s policies and standard operating procedures as they may be in effect from time to time.

2.3.           In no event will Executive be required to relocate her residence from its present location.

3.           Term.

This Agreement shall be for a term (the “ Employment Period ”) commencing on the date hereof and terminating on the day prior to the second anniversary thereof, unless sooner terminated pursuant to the terms hereof. This Agreement shall thereafter be renewed and extended on its prevailing terms and conditions for successive one-year terms unless, not less than six months prior to the expiration of the initial term or any renewal term, either party notifies the other party in writing of the intention of the party giving such notice not to renew.

4.           Compensation.

4.1.            Base Salary . The Company shall pay to the Executive a salary at the rate of $120,000 per annum, pursuant to such regular pay periods as are adopted by the Company from time to time (the “ Salary ”), subject to adjustment as may be approved by the Company from time to time. The Company shall withhold from Executive’s compensation all federal, state and local taxes that it may now or may hereafter be required to withhold.

4.2.            Incentive Compensation . In addition to the Base Salary, the Executive shall receive an annual Incentive Compensation equal to the amount determined pursuant to Exhibit A attached hereto and incorporated herein by reference (“ Incentive Compensation ”), which shall be paid by the Company within 120 days following the end of the Company’s fiscal year with respect to which the Incentive Compensation is earned. The Incentive Compensation shall be subject to all applicable federal, state and local withholding taxes.

5.           Benefits.

5.1.           The Executive shall be entitled to vacation time, holiday time, sick leave and other leave all in accordance with the Company’s policy with respect to such matters. The parties understand that such benefits are beneficial to both the Company and the Executive and will not be abused. The Executive shall take her vacation at such reasonable time or times as shall be agreed upon by the Executive and the Company. Vacation time, holiday time, sick leave and other leave for any year may only accrue to future years or entitle the Executive to cash compensation for any such time not used in accordance with the Company’s policy with respect to such matters.

5.2.           During the term hereof:

(i)           The Company shall provide the Executive with such group health insurance, life insurance and disability insurance benefits as are provided to other executives of the Company from time to time during the term of this Agreement in accordance with the Company’s policies with respect to such matters.

(ii)         The Executive shall be promptly reimbursed by the Company upon presentation of appropriate vouchers for all reasonable business expenses incurred by the Executive on behalf of the Company consistent with the Company’s expense, travel and entertainment policies.

6.           Stock Options.

6.1.           The Company has previously granted to the Executive options to purchase 16,645 shares of the Company’s Common Stock (the “ Options ”). Notwithstanding the closing under the Purchase Agreement, the Options shall remain in full force and effect in accordance with the terms of the Options, except as hereinafter set forth.

6.2.           The parties agree that within 30 days following the date hereof, the Options shall be amended to reduce the exercise price to a nominal amount, to require Executive to exercise such options within 30 days of executing such amendment to the Options, to provide for the Company’s right of first refusal on any sale by the Executive of shares acquired upon exercise of the Options (“ Option Shares ”), to provide that Option Shares may not be transferred by Executive for three (3) years following the date of exercise and such other terms as shall be agreed upon by the parties.

6.3.           The parties further agree that as soon as practicable following the date hereof, and in any event within 90 days following the date hereof, the Board will create, and submit to the Company’s shareholders for approval, an incentive stock option plan on such terms as shall be approved by the Board, and Executive shall be granted options under such plan as hereinafter set forth and on such other terms as shall be approved by the Board. The terms of such plan shall include an “Automatic Annual Grant of Options”, as hereinafter defined, to Executive. As used herein, “ Automatic Annual Grant of Options ” means, that effective the first day of the Company’s fiscal year for each of the five consecutive fiscal years commencing October 1, 2017, provided Executive is then employed by the Company or a subsidiary or parent of the Company, the Executive will be granted an option to purchase shares of the Company’s Common Stock equal to one-half of one percent (0.5%) of the Company’s outstanding Common Stock on a fully diluted basis as of the previous day, at an exercise price per share equal to fair market value on the date of grant, with such options to vest one-third on each of the first three anniversaries of the date of grant provided Executive is employed by the Company or a subsidiary or parent of the Company on such vesting date.

7.           Non-Disclosure.

The Executive shall not at any time during or after the termination of her employment hereunder make use of or disclose to any person, corporation, or other entity, for any purpose whatsoever, any trade secrets or other confidential information concerning the business of the Company and/or any of its affiliates, and/or their respective finances, pricing, sales and marketing information, and other business information relating to the terms of any business relationship with any vendor or customer, nor shall Executive make use of, disclose or make known the names, historical information or financial terms relating to any customer of the Company and/or any of its affiliates (collectively referred to as the “ proprietary information ”), except to the extent necessary for the performance of her duties hereunder. For the purposes of this Agreement, trade secrets, confidential information and proprietary information shall mean information disclosed to the Executive or known by her as a consequence of her association with the Company, whether or not pursuant to this Agreement, and not generally known in the industry, concerning the business, finances, methods, operations, sales, marketing information and information relating to pricing, vendor lists and customer lists of the Company. The Executive acknowledges that trade secrets and other items of confidential information, as they may exist from time to time, are valuable and unique assets of the Company and that disclosure of any such information would cause substantial injury to the Company.

8.           Termination.

8.1.           The Employment Period and the Executive’s Salary, and any and all other rights of the Executive under this Agreement or otherwise as an Executive of the Company will terminate:

(i)           upon the expiration of the then-current term without renewal pursuant to Section 3 hereof;

(ii)         upon the death of the Executive;

(iii)        upon the disability of the Executive (as defined in Section 8.2 hereof) immediately upon notice from either party to the other; or

(iv)        upon termination of the Executive for cause (as defined in Section 8.3 hereof), immediately upon notice from the Company to the Executive, or at such later time as such notice may specify.

8.2.           For purposes of Section 8.1 hereof, the Executive will be deemed to have a “disability” if, for physical or mental reasons, the Executive is unable to perform the essential functions of the Executive’s duties under this Agreement for 90 consecutive days, or 120 non-consecutive days during any 12-month period. The disability of the Executive will be determined by a medical doctor selected by the Company and the Executive upon the request of either party by notice to the other. If the Company and the Executive cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether the Executive has a disability. The expenses of each doctor selected by a party shall be paid by such party, and the expenses of a doctor selected jointly by the parties or jointly by the two doctors selected by the parties shall be paid by the Company. The determination of the medical doctor selected will be binding on both parties. The Executive must submit to a reasonable number of examinations by the medical doctor making the determination of disability under this Section, and the Executive hereby authorizes the disclosure and release to the Company of such determination and all supporting medical records. The Company will keep all such medical information confidential, will not reproduce any such medical information except to the extent necessary to complete the confidential personnel file of the Executive, and will promptly return all such records to the Executive or her representative upon request. If the Executive is not legally competent, the Executive’s legal guardian or duly authorized attorney-in-fact will act in the Executive’s stead, under this Section, for the purposes of submitting the Executive to the examinations, and providing the authorization of disclosure, required under this Section.

8.3.           For purposes of Section 8.1 hereof, the phrase “for cause” means: (i) the Executive’s material breach of this Agreement following written notice by the Company to the Executive of such breach, and the Executive’s failure to commence the cure of such breach within 10 days following receipt of such notice and diligent pursuit and cure of such breach within 30 days following receipt of such notice (which may be extended in the Company’s reasonable discretion if the Executive is diligently pursuing the cure thereof); (ii) the Executive’s failure to adhere to any material written Company-wide policy if the Executive has been given a reasonable opportunity to comply with such policy or to cure her failure to comply (which reasonable opportunity must be granted during the 20-day period preceding termination of this Agreement); (iii) the appropriation (or attempted appropriation) of a material business opportunity of the Company for the Executive’s personal benefit or for the benefit of any individual or entity other than the Company and its affiliates, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; (iv) the misappropriation (or attempted misappropriation) of any of the Company’s funds or property; or (v) the conviction of, the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest with respect to, a felony.

8.4.           Effective upon the termination of this Agreement, in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Company, the Company will pay the Executive only as follows, in accordance with the Company's policy with respect to such matters:

(i)           If this Agreement terminates due to its expiration, the Executive will be entitled to receive her Salary and accrued Incentive Compensation only through such expiration date.

(ii)         If the Company terminates this Agreement for cause, the Executive will be entitled to receive her Salary only through the date such termination is effective, and no Incentive Compensation will be paid with respect to the fiscal year during which such termination became effective.

(iii)        If this Agreement is terminated by either party as a result of the Executive’s disability, the Company will pay the Executive her Salary and a proportionate share of the Incentive Compensation through the remainder of the calendar month during which such termination is effective, such Incentive Compensation amount to be paid within 120 days following the end of the fiscal year during which such termination became effective.

(iv)        If this Agreement is terminated because of the Executive’s death, the Executive's estate or personal representative will be entitled to receive her Salary and a proportionate share of the Incentive Compensation through the remainder of the calendar month during which such termination is effective, such Incentive Compensation amount to be paid within 120 days following the end of the fiscal year during which such termination became effective.

The Executive’s accrual of, or participation in Executive benefit plans will cease at the effective date of the termination of this Agreement, and the Executive will be entitled to accrued benefits pursuant to such plans only as provided in such plans and by applicable state and federal laws. The post-termination terms of any Options granted to the Executive will be as set forth in the instruments governing such Options.

9.           Covenants of the Executive.

9.1.           For a period of two years following termination of the Employment Period, the Executive shall not own, manage, operate, control, invest or participate in or be connected with in any capacity, anywhere in the United States (either as an employee, employer, trustee, consultant, agent, principal, partner, corporate officer, director, manager, owner or shareholder or in any other individual or representative capacity) with any business, individual, partnership, firm, corporation or other person (other than the Company) which is engaged in the business of the manufacture, production and sale of industrial mixers via direct sale, catalog and the internet. Without any implied limitation, the foregoing covenant shall prohibit: (i) hiring or engaging or attempting to hire or engage for or on behalf of any person or entity, any officer or employee of the Company or any of its affiliates, or any former officer or employee of the Company or any of its affiliates who was employed or retained during the 12 month period immediately preceding the date of such solicitation for or on behalf of such other person, or soliciting or attempting to solicit any such officer or employee or any independent contractor of the Company or any of its affiliates to terminate his or her relationship or employment with the Company or any of its affiliates, or (ii) soliciting for or on behalf of any other person, any client or customer of the Company as of the date of the Executive’s employment termination Date or during the preceding 12 months, or diverting to any person any client, customer or business opportunity of the Company.

9.2.           The Executive hereby agrees that the covenants contained in Section 9.1 (the “ Restrictive Covenants ”) are entered into in partial consideration of the Executive’s employment pursuant to the terms of this Agreement, are reasonable in geographic scope and duration in view of the relevant market for the products and services of the Company and that any breach of any of the Restrictive Covenants could result in continuing and irreparable harm to the Company or its affiliates. Therefore, the Executive hereby agrees and consents that, in addition to any other remedies available to the Company (whether at law or at equity), the Company shall be entitled to seek an injunction, restraining order or any appropriate decree of specific performance for any actual or threatened violation or breach of Section 9.1, without the posting of any bond.

9.3.           Each of the Restrictive Covenants is distinct and severable, notwithstanding that some of such covenants may be set forth in one section hereof for convenience.

9.4.           In the event that any or all of the Restrictive Covenants shall be determined by a court of competent jurisdiction to be unenforceable by reason of their geographic or temporal restrictions being too great, or by reason that the range of activities covered are too great, or for any other reason, they should be interpreted to extend over the maximum geographic area, period of time, range of activities, or other restrictions as to which they may be enforceable.

10.         Miscellaneous.

10.1.            Entire Agreement; Amendment . This Agreement sets forth the entire agreement between the parties and supersedes all prior agreements between the parties, whether oral or written, with respect to the subject matter of this Agreement. No change, addition or amendment shall be made hereto, except by written agreement signed by all of the parties hereto.

10.2.            Severability . If any provision of this Agreement shall be held invalid and unenforceable, the remainder of this Agreement shall remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall remain in full force and effect in all other circumstances.

10.3.            Notices . All notices, writings and other communications required or permitted to be given pursuant to this Agreement shall be in writing, and if such notices are hand-delivered or e-mailed, return e-mail acknowledgement requested, to the address set forth below, they shall be deemed to have been received on the business day so delivered or transmitted; if such notices are transmitted by overnight courier, to the address set forth below, they shall be deemed to have been received on the business day following the date on which so transmitted, provided that any notice, writing or other communication received after 5:00 p.m., Eastern Time, shall be deemed to have been received on the next business day:

10.4.            Benefit . This Agreement shall inure to, and shall be binding upon, the parties hereto, the successors and assigns of the Company and the heirs and personal representatives of the Executive. The Executive may not assign any of her rights or obligations hereunder. The Company may assign its rights and obligations hereunder to another entity controlling, controlled by, or under common control with the Company.

10.5.            Waiver . The waiver by either party of any breach or violation of any provision of this Agreement or the failure by any party to take action in response to the conduct or performance of any party shall not operate or be construed as a waiver of any subsequent breach, violation, conduct or performance.

10.6.            Governing Law . The internal law of the State of Indiana shall govern the construction and validity of this Agreement without regard to conflicts of law.

10.7.            Defined Terms . Except as may otherwise be expressly provided herein, all capitalized terms have the meanings set forth in the Purchase Agreement.

10.8.            Counterparts . This Agreement may be executed in counterparts, all of which taken together shall constitute one instrument.

[signatures appear on next page]

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

[Employment Agreement of Kris B. Wilberding]

Exhibit 10.4

Oaxaca Group L.L.C.

68 Bank Street

New York, NY 10014

March 21, 2016

Janel Corporation

303 Merrick Road, Suite 400

Lynbrook, New York 11563

Gentlemen:

As of the date hereof pursuant to the terms and conditions listed below, the undersigned (the “ Investor ”) hereby subscribes for the purchase of 8,705.33 shares of Preferred Stock, designated as “Series C Cumulative Preferred Stock,” par value $0.001 per share (the “ Shares ”), of Janel Corporation, a Nevada corporation (the “ Company ”), at a purchase price of $500.00 per Share, or an aggregate purchase price of $4,352,663, and hereby tenders such aggregate purchase price to the Company by wire transfer to the Company.

In consideration of the acceptance by the Company of the Investor’s subscription for the Shares as set forth herein, the Investor hereby agrees, covenants, represents and warrants as follows:

1.           Representations and Warranties of the Investor.

The Investor represents and warrants to the Company as follows:

(i)           Review of Company Information . The Investor has received, carefully reviewed and is familiar with the Company’s filings with the Securities and Exchange Commission, including, without limitation, the Company’s Annual Report on Form 10-K for the year ended September 30, 2015, Quarterly Report on Form 10-Q for the quarters ended December 31, 2016, and Current Reports on Form 8-K since September 30, 2015 (the “ Securities Filings ”). The Investor understands and has evaluated the risks of an investment in the Company, including, without limitation, the risks set forth in the section entitled “Risk Factors” in the Company’s Annual Report of Form 10-K for the year ended September 30, 2015.

(ii)          Investment Intent . The Investor is acquiring the Shares solely for investment, solely for the Investor’s own account, not for the account of any other person, and not for distribution, assignment or resale to others and no other person has a direct or indirect beneficial interest in any Shares so acquired.

(iii)         Independent Advisors . The Investor has consulted with the Investor’s legal and tax advisors with respect to legal matters and the financial and tax consequences of an investment in the Company, as well as the suitability of this investment, based on the Investor’s individual circumstances.

(iv)         Access to Other Information . In making a decision to purchase the Shares, the Investor has relied solely upon its independent investigation. The Investor has had the opportunity to ask questions of and receive answers from the Company (or persons acting on its behalf) concerning the terms and conditions of an investment in the Shares, the activities of the Company, and other matters pertaining to this investment and to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished by the Company in the Securities Filings or that which was otherwise provided in order for the Investor to evaluate the merits and risks of an investment in the Shares, and has not been furnished any other offering literature or prospectus. All such questions and requests for information have been answered to the full satisfaction of the Investor.

(v)          Advertisement . The Investor has neither relied upon nor seen any form of advertising or general or public solicitation, including communications published in or broadcasted by any print or electronic medium and mass mailings, in connection with the offering of the Shares, and is not aware of any such solicitation or advertisement received by others.

(vi)         Accredited Investor Status .

The Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “ Securities Act ”).

(viii)       Investor’s Residence . The Investor has its principal office in the State of New York, and has no present intention of changing such principal office.

(ix)          Risk of Investment . The Investor acknowledges that an investment in the Company involves a high degree of risk. The Investor acknowledges that the purchase of the Shares is a speculative investment involving a high degree of risk and any estimates and predictions that may have been made by the Company merely represent predictions of future events, which may or may not occur and are based on assumptions, which may or may not occur. As a consequence, such predictions may not be relied upon to indicate the actual results, which might be attained. The Investor understands that he/she must therefore bear the economic risk of this investment for an indefinite period of time and be able to withstand a total loss of the investment.

(x)           Limited Market for Shares . The Investor understands that the issuance of the Shares has not been registered under the Securities Act and that the Shares are being sold in reliance upon the exemption from the registration requirements under the Securities Act provided in Regulation D promulgated thereunder or pursuant to other exemptions not inconsistent therewith. The Investor further understands that there is a limited public trading market for the Shares and there can be no assurance that an active market will develop.

(xi)          Restrictions on Transferability; Legend . The Investor acknowledges and understands that: (a) the Shares have not been registered under the Securities Act and any applicable state or foreign securities laws (the “ State Acts ”), and may not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the Investor unless registered pursuant to the Securities Act and the State Acts, or upon presentation to the Company of evidence satisfactory to the Company, or submission to the Company of a favorable opinion of counsel acceptable to the Company, to the effect that any such transfer is subject to an applicable exemption under and will not be in violation of the Securities Act and the State Acts; (b) the Company has not agreed to register the Shares for distribution in accordance with the provisions of the Securities Act or the State Acts, and has not agreed to comply with any exemption under the Securities Act and the State Acts for the transfer of the Shares; and (c) as a result of the limitations on the ability to transfer the Shares, the Investor may be required to hold the Shares indefinitely and therefore may not realize any liquidity from any sale of the Shares. The Investor understands that the certificates, if any, representing the Shares may bear at issuance a restrictive legend in substantially the following form:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and may not be offered, transferred, pledged, hypothecated, sold or otherwise disposed of unless a registration statement under the Securities Act and applicable state securities laws shall have become effective with regard thereto, or an exemption from registration under the Securities Act and applicable state securities laws is available in connection with such offer or sale.”

(xii)         Entity Authority . The Investor is duly and validly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature page hereof, with the requisite corporate power and authority to purchase the Shares to be purchased by it hereunder and to execute and deliver this Agreement. The Investor has previously made other investments or engaged in other substantive business activities prior to receiving an opportunity to purchase the Shares and was not formed with a view to investment in the Shares.

(xiii)        Finder’s Fees . The Investor has made no arrangement, which could give rise to any broker’s or finder’s fees or similar fees in connection with the purchase of the Shares.

(xiv)       Reliance by Company . The foregoing representations and warranties and all other information which the Investor has provided to the Company concerning such Investor, the financial position of the Investor, and the Investor’s knowledge of financial and business matters, or in the case of persons investing as joint tenants or a corporation, partnership, trust or other entity, the knowledge of financial and business matters of the person making the investment decision on behalf of such joint tenants or entity, including all information contained herein, are true and accurate as of this date and shall be true and accurate as of the date of the acceptance by the Company of this subscription. If in any respect such representations, warranties or information shall not be true and accurate at any time prior to the Investor’s receipt of confirmation of acceptance of this subscription, the Investor will give written notice of such fact to the Company, specifying which representations, warranties or information are not true and accurate and the reasons therefor.

2.           Covenant of the Investor .

The Investor covenants and agrees that the Investor will not take, or cause to be taken any action with respect to the Shares that would cause the Investor to be deemed an “underwriter” as defined in Section 2(11) of the Securities Act.

3 .             Indemnification.

The Investor understands and acknowledges that the Company and its control persons are relying on the representations, warranties and agreements made by the Investor in this Agreement and the Investor agrees to indemnify and hold harmless the Company, its control persons, the Company’s affiliates and anyone acting on its behalf from and against all damages, losses, costs and expenses (including reasonable attorneys’ fees) which they may incur by reason of any breach of the representations and warranties made by the Investor herein.

4 .             Binding Effect; Successors and Assigns.

This Agreement will be binding upon the parties hereto, the successors and assigns of the Company and the heirs, personal representatives, successors and assigns of the Investor. This Agreement will inure to the benefit of the Company and its successors and assigns. Neither this Agreement nor any part of it is assignable by the Investor.

5.           Miscellaneous.

(i)          Upon the Company’s acceptance of this subscription by countersigning below, this Agreement constitutes the entire agreement among the parties hereto with respect to the subscription by the Investor for the Shares and may be amended only by a writing executed by the parties hereto.

(ii)         Within 10 days after receipt of a written request from the Company, the Investor agrees to provide such information and to execute and deliver such documents as reasonably may be necessary to comply with any and all laws and ordinances to which the Company is subject.

(iii)        Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions hereof are determined to be invalid or contrary to applicable law, such invalidity shall not impair the operation of or affect the remaining portions of this Agreement.

(iv)        This Agreement shall be construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws.

TABLE OF CONTENTS

CREDIT AGREEMENT

THIS CREDIT AGREEMENT dated effective as of February 29, 2016 (this “Agreement”) is entered into between INDCO, INC. , a Tennessee corporation (the “Borrower”), and FIRST MERCHANTS BANK, NATIONAL ASSOCIATION (the “Lender”).

The Lender has agreed to make available to the Borrower a term loan and a revolving credit facility upon the terms and conditions set forth herein.

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Article I.           DEFINITIONS

Section 1.01          Definitions . When used herein the following terms shall have the following meanings:

Account Debtor means the party which is obligated on or under any Account.

Account or Accounts is defined in the UCC.

Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

Acquisition Documents means the Stock Purchase Agreement and related Acquisition documents.

Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person and (c) with respect to the Lender, any entity administered or managed by the Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote 25% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Unless expressly stated otherwise herein, the Lender shall not be deemed an Affiliate of any Loan Party.

Agreement - see the Preamble.

Applicable Revolving Margin means with respect to the Revolving Loan, the margin of Two Hundred Seventy-Five (275) Basis Points (2.75%).

Applicable Term Margin : with respect to the Term Loan, the margin set forth below, as determined by the Cash Flow Leverage Ratio for the prior month:

Commencing on the date hereof, the margin shall be determined as if Level I were applicable. Thereafter, the margins shall be subject to increase or decrease upon receipt by Lender pursuant to Section 10.01(c) of the financial statements and corresponding Compliance Certificate for the most recent month, which change shall be effective on the first day of the calendar month following receipt. If, by the first day of a month, any financial statement or Compliance Certificate due in the preceding month has not been received, or if a Default or an Event of Default has occurred and is continuing, then, at the option of Lender, the margins shall be determined as if Level II were applicable, from such day until the first day of the calendar month following actual receipt.

Asset Disposition means the sale, lease, assignment or other transfer for value (each, a “Disposition”) by any Loan Party to any Person (other than a Loan Party) of any asset or right of such Loan Party (including, the loss, destruction or damage of any thereof or any actual or threatened (in writing to any Loan Party) condemnation, confiscation, requisition, seizure or taking thereof) other than (a) the Disposition of any asset which is to be replaced, and is in fact replaced, within 60 days with another asset performing the same or a similar function, (b) the Disposition of obsolete, damaged, worn or surplus assets for which the proceeds for any such Disposition are utilized to repay the Loans (to the extent such assets are not replaced in accordance with subsection (a) above), and (c) the sale or lease of inventory in the ordinary course of business.

Attorney Costs means, with respect to any Person, all reasonable fees and charges of any counsel to such Person, all reasonable disbursements of any such counsel and all court costs and similar legal expenses.

Bank Product Agreements means those certain cash management service agreements entered into from time to time between any Loan Party and the Lender or its Affiliates in connection with any of the Bank Products.

Bank Product Obligations means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by the Loan Parties to the Lender or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that a Loan Party is obligated to reimburse to the Lender as a result of the Lender purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to the Loan Parties pursuant to the Bank Product Agreements.

Bank Products means any service or facility extended to any Loan Party by the Lender or its Affiliates including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) Rate Management Agreements.

Basis Point means one-one hundredth of one percent.

Borrowing Base means an amount equal to the aggregate sum of (a) 80% of the unpaid amount of all Eligible Accounts plus (b) 50% of the value of all Eligible Inventory valued at the lower of cost or market.

Borrowing Base Certificate means a certificate substantially in the form of Exhibit D .

BSA - see Section 10.4 .

Business Day means any day on which the Lender is open for commercial banking business in Indianapolis, Indiana and, in the case of a Business Day which relates to a LIBOR Loan, on which dealings are carried on in the London interbank eurodollar market.

Capital Expenditures means all expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the balance sheet of the Borrower, including expenditures in respect of Capital Leases, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (b) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced.

Capital Lease means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person.

Capital Maintenance Agreement means the Capital Maintenance Agreement executed and delivered by Oaxaca Group, LLC, in form and substance satisfactory to the Lender.

Capital Securities means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the Closing Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such ownership interest.

Cash Equivalent Investment means, at any time, (a) any evidence of Debt, maturing not more than one year after such time, issued or guaranteed by the United States Government or any agency thereof, (b) commercial paper, maturing not more than one year from the date of issue, or corporate demand notes, in each case (unless issued by the Lender or its holding company) rated at least A-l by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or P-l by Moody’s Investors Service, Inc., (c) any certificate of deposit, time deposit or banker’s acceptance, maturing not more than one year after such time, or any overnight Federal Funds transaction that is issued or sold by the Lender or its holding company (or by a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000), (d) any repurchase agreement entered into with the Lender (or commercial banking institution of the nature referred to in clause (c)) which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of the Lender (or other commercial banking institution) thereunder and (e) money market accounts or mutual funds which invest exclusively in assets satisfying the foregoing requirements, and (f) other short term liquid investments approved in writing by the Lender.

Cash Flow Leverage Ratio : for any period, the ratio of (a) Borrower’s Debt (including Subordinated Debt) on such date, to (b) EBITDA for the period of four consecutive Fiscal Quarters ended on such date (or, if such date is not the last day of a Fiscal Quarter, ended on the last day of the Fiscal Quarter most recently ended prior to such date.

Change of Control means the current shareholders of Borrower shall cease to, directly or indirectly, own and control at least 51% of each class of the outstanding Capital Securities of Borrower.

Closing Date - see Section 12.01 .

Code means the Internal Revenue Code of 1986.

Collateral as defined in each Security Agreement of even date herewith executed by the Borrower.

Collateral Access Agreement means an agreement in form and substance reasonably satisfactory to the Lender pursuant to which a mortgagee or lessor of real property on which collateral is stored or otherwise located, or a warehouseman, processor or other bailee of Inventory or other property owned by any Loan Party, acknowledges the Liens of the Lender and waives any Liens held by such Person on such property, and, in the case of any such agreement with a mortgagee or lessor, permits the Lender reasonable access to and use of such real property following the occurrence and during the continuance of an Event of Default to assemble, complete and sell any Collateral stored or otherwise located thereon.

Collateral Documents means, collectively, the Security Agreement, the Capital Maintenance Agreement, any Collateral Access Agreement, each control agreement and any other agreement or instrument pursuant to which the Borrower, any Subsidiary or any other Person grants or purports to grant collateral to the Lender or otherwise relates to such collateral.

Commitment means the Lender’s commitment to make the Loans.

Compliance Certificate means a Compliance Certificate in substantially the form of Exhibit D .

Contingent Liability means, with respect to any Person, each obligation and liability of such Person and all such obligations and liabilities of such Person incurred pursuant to any agreement, undertaking or arrangement by which such Person: (a) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (b) guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person; (c) undertakes or agrees (whether contingently or otherwise): (i) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor, (ii) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person, or (iii) to make payment to any other Person other than for value received; (d) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (e) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (f) undertakes or agrees otherwise to assure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

Controlled Group means all members of a controlled group of corporations, all members of a controlled group of trades or businesses (whether or not incorporated) under common control and all members of an affiliated service group which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

Debt means, without duplication, (a) all indebtedness of such Person, (b) all borrowed money of such Person, whether or not evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person as lessee under Capital Leases which have been or should be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (d) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business), (e) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed by such Person; provided that if such Person has not assumed or otherwise become liable for such indebtedness, such indebtedness shall be measured at the fair market value of such property securing such indebtedness at the time of determination, (f) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn), bankers’ acceptances and similar obligations issued for the account of such Person, (g) all Rate Management Obligations of such Person, (h) all Contingent Liabilities of such Person, (i) all Debt of any partnership of which such Person is a general partner and (j) any Capital Securities or other equity instrument, whether or not mandatorily redeemable, that, in each case, under GAAP is characterized as debt, whether pursuant to financial accounting standards board issuance No. 150 or otherwise.

Debt to be Repaid means Debt listed on Schedule 12.1 .

Debt Service means with respect to any period, the sum of the Borrower's Interest Expense for such period, plus the sum of all scheduled payments of principal Debt made or due during such period.

Designated Proceeds - see Section 6.02(c) .

Dollar and the sign “$” mean lawful money of the United States of America.

EBITDA means, for any period, net income for such period, plus (a) without duplication and to the extent deducted in determining net income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation, depletion and amortization expense for such period, (iv) any extraordinary charges for such period including reasonable costs associated with the acquisition of the borrower, and (v) any other non-cash charges for such period (but, excluding any non-cash charge in respect of an item that was included in net income in a prior period), minus (b) without duplication and to the extent included in net income, any extraordinary gains and any non-cash items of income for such period, all calculated in accordance with GAAP.

Eligible Account means an Account owing to the Borrower from an Account Debtor which meets each of the following requirements:

(a)          it arises from the sale or lease of goods or the rendering of services which have been fully performed by the Borrower; and if it arises from the sale or lease of goods, (i) such goods comply with such Account Debtor’s specifications (if any) and have been delivered to such Account Debtor and (ii) the Borrower has possession of, or if requested by the Lender has delivered to the Lender, delivery receipts evidencing such delivery;

(b)          it (i) is subject to a perfected, first priority Lien in favor of the Lender and (ii) is not subject to any other assignment, claim or Lien;

(c)          it is a valid, legally enforceable and unconditional obligation of the Account Debtor with respect thereto, and is not subject to the fulfillment of any condition whatsoever or any counterclaim, credit, allowance, discount, rebate or adjustment by the Account Debtor with respect thereto, or to any claim by such Account Debtor denying liability thereunder in whole or in part and the Account Debtor has not refused to accept and/or has not returned or offered to return any of the goods or services which are the subject of such Account;

(d)          there is no bankruptcy, insolvency or liquidation proceeding pending by or against the Account Debtor with respect thereto;

(e)          the Account Debtor with respect thereto is a resident or citizen of, and is located within, the United States, unless the sale of goods or services giving rise to such Account is supported by credit insurance, a letter of credit, banker’s acceptance or other credit support terms reasonably satisfactory to the Lender;

(f)          it is not an Account arising from a “sale on approval,” “sale or return,” “consignment” or “bill and hold” or subject to any other repurchase or return agreement;

(g)          it is not an Account with respect to which possession and/or control of the goods sold giving rise thereto is held, maintained or retained by the Borrower (or by any agent or custodian of the Borrower) for the account of or subject to further and/or future direction from the Account Debtor with respect thereto;

(h)          it arises in the ordinary course of business of the Borrower;

(i)          if the Account Debtor is the United States or any department, agency or instrumentality thereof (other than if the Account Debtor is Medicare or Medicaid), the Borrower has assigned its right to payment of such Account to the Lender pursuant to the Assignment of Claims Act of 1940, and evidence (satisfactory to the Lender) of such assignment has been delivered to the Lender;

(j)          if the Borrower maintains a credit limit for an Account Debtor, the aggregate dollar amount of Accounts due from such Account Debtor, including such Account, does not exceed such credit limit;

(k)          if the Account is evidenced by chattel paper or an instrument, the originals of such chattel paper or instrument shall have been endorsed and/or assigned and delivered to the Lender or, in the case of electronic chattel paper, shall be in the control of the Lender, in each case in a manner satisfactory to the Lender;

(l)          such Account is evidenced by an invoice delivered to the related Account Debtor and is not more than ninety (90) days past the original invoice date thereof, in each case according to the original terms of sale;

(m)          it is not an Account with respect to an Account Debtor that is located in any jurisdiction which has adopted a statute or other requirement with respect to which any Person that obtains business from within such jurisdiction must file a notice of business activities report or make any other required filings in a timely manner in order to enforce its claims in such jurisdiction’s courts unless (i) such notice of business activities report has been duly and timely filed or the Borrower is exempt from filing such report and has provided the Lender with satisfactory evidence of such exemption or (ii) the failure to make such filings may be cured retroactively by the Borrower for a nominal fee;

(n)          the Account Debtor with respect thereto is not an Affiliate of the Borrower; and

(o)          it is not owed by an Account Debtor with respect to which 25% or more of the aggregate amount of outstanding Accounts owed at such time by such Account Debtor is classified as ineligible under clause (l) of this definition.

An Account which is at any time an Eligible Account, but which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be an Eligible Account. Further, with respect to any Account, if the Lender at any time hereafter determines in its reasonable discretion that the prospect of payment or performance by the Account Debtor with respect thereto is materially impaired for any reason whatsoever, such Account shall cease to be an Eligible Account after notice of such determination is given to the Borrower.

Eligible Inventory means Inventory of the Borrower which meets each of the following requirements:

(a)          it (i) is subject to a perfected, first priority Lien in favor of the Lender and (ii) is not subject to any other assignment, claim or Lien;

(b)          it is salable and not slow-moving, obsolete or discontinued;

(c)          it is in the possession and control of the Borrower and it is stored and held in facilities owned by the Borrower or a facility leased by the Borrower;

(d)          it is not Inventory produced in violation of the Fair Labor Standards Act and subject to the “hot goods” provisions contained in Title 29 U.S.C. §215;

(e)          it is not subject to any agreement or license which would restrict the Lender’s ability to sell or otherwise dispose of such Inventory;

(f)          it is located in the United States or in any territory or possession of the United States that has adopted Article 9 of the Uniform Commercial Code;

(g)          it is not “in transit” to the Borrower or held by the Borrower on consignment;

(h)          it is raw materials and not “work-in-progress” or finished goods Inventory;

(i)          it is not packaging;

(j)          it is not identified to any purchase order or contract to the extent progress or advance payments are received with respect to such Inventory;

(k)          it does not breach any of the representations, warranties or covenants pertaining to Inventory set forth in the Loan Documents; and

(l)          the Lender shall not have determined in its reasonable discretion that it is unacceptable due to age, type, category, quality, and/or quantity.

Inventory which is at any time Eligible Inventory but which subsequently fails to meet any of the foregoing requirements shall forthwith cease to be Eligible Inventory.

Environmental Claims means all claims, however asserted, by any governmental, regulatory or judicial authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.

Environmental Laws means all present or future federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authority, in each case relating to any matter arising out of or relating to public health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, emission, release, threatened release, control or cleanup of any Hazardous Substance.

ERISA means the Employee Retirement Income Security Act of 1974.

Event of Default means any of the events described in Section 13.01 .

Excess Cash Flow means EBITDA less principal and interest, Debt Service, tax payments or distributions for tax payments, and unfinanced Capital Expenditures.

Excluded Taxes means taxes based upon, or measured by, the Lender’s (or a branch of the Lender’s) overall net income, overall net receipts, or overall net profits (including franchise taxes imposed in lieu of such taxes), but only to the extent such taxes are imposed by a taxing authority (a) in a jurisdiction in which the Lender is organized, (b) in a jurisdiction which the Lender’s principal office is located, or (c) in a jurisdiction in which the Lender’s lending office (or branch) in respect of which payments under this Agreement are made is located.

Fiscal Quarter means a fiscal quarter of a Fiscal Year.

Fiscal Year means the fiscal year of the Borrower and its Subsidiaries, which period shall be the 12-month period ending on December 31 of each year. References to a Fiscal Year with a number corresponding to any calendar year (e.g., “Fiscal Year 2016”) refer to the Fiscal Year ending on December 31 of such calendar year.

Fixed Charge Coverage Ratio means, with respect to any Fiscal Quarter, a ratio, the numerator of which is Borrower’s EBITDA minus taxes and distributions paid or scheduled to be paid plus any equity contributions, and the denominator of which is (i) payments made or scheduled to be made with respect to amortization payments of the principal portion of the Term Loan and amortization payments of the principal portion of all other indebtedness for borrowed money of the Borrower, and (ii) unfinanced maintenance capital expenditures.

FRB means the Board of Governors of the Federal Reserve System or any successor thereto.

GAAP means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession) and the Securities and Exchange Commission, which are applicable to the circumstances as of the date of determination.

Guarantor means Janel Corporation.

Hazardous Substances means (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, dielectric fluid containing levels of polychlorinated biphenyls, radon gas and mold; (b) any chemicals, materials, pollutant or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous substances”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, “pollutants” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, the exposure to, or release of which is prohibited, limited or regulated by any governmental authority or for which any duty or standard of care is imposed pursuant to, any Environmental Law.

Indemnified Liabilities - see Section 15.14 .

Interest Expense means for any period the consolidated interest expense of the Borrower and its Subsidiaries for such period (including all imputed interest on Capital Leases).

Interest Period means a one (1) month period.

Investment means, with respect to any Person, any investment in another Person, whether by acquisition of any debt or Capital Security, by making any loan or advance, by becoming obligated with respect to a Contingent Liability in respect of obligations of such other Person (other than travel and similar advances to employees in the ordinary course of business) or by making an Acquisition.

LIBOR Loan means any Loan which bears interest at a rate determined by reference to the LIBOR Rate.

LIBOR Rate means as an independent index which is the One Month London Interbank Offered Rate or LIBOR, identified in the Wall Street Journal “Money Rates” column on the date the interest rate is to be determined, or if that date is not a publication date, on the publication date immediately preceding. The LIBOR Rate is not necessarily the lowest rate charged by Lender on its loans. If the LIBOR Rate becomes unavailable, Lender may designate a substitute index after notifying Borrower. Lender will inform Borrower of the current LIBOR Rate upon Borrower’s request. Any changes or adjustments to the interest rate will not occur more often than each month. Borrower understands that Lender may make loans based on rates other than the LIBOR Rate.

Lien means, with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or being purchased or acquired by such Person (including an interest in respect of a Capital Lease) which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, title retention lien, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.

Loan Documents means this Agreement, the Notes, the Collateral Documents and all documents, instruments and agreements delivered in connection with the foregoing.

Loan Party means Borrower and each Subsidiary of the Borrower.

Loan or Loans means, as the context may require, the Revolving Loans and the Term Loan, together with all renewals and substitutions thereof.

Location means the facilities occupied by the Borrower located at 4040 Earnings Way New Albany, IN 47150.

Mandatory Prepayment Event - see Section 6.02.(c) .

Margin Stock means any “margin stock” as defined in Regulation U.

Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the financial condition, operations, business or assets (taken as a whole) of the Loan Parties taken as a whole, (b) a material impairment of the ability of any Loan Party to perform any of the material Obligations under any Loan Document or (c) a material adverse effect upon any substantial portion of the collateral under the Collateral Documents or upon the legality, validity, binding effect or enforceability against any Loan Party of any material obligations under any Loan Document.

Multiemployer Pension Plan means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any other member of the Controlled Group may have any liability.

Net Cash Proceeds means:

(a)          with respect to any Asset Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance or by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by any Loan Party pursuant to such Asset Disposition net of (i) the direct costs relating to such sale, transfer or other disposition (including sales commissions and legal, accounting and investment banking fees), (ii) taxes paid or reasonably estimated by the Borrower to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (iii) amounts required to be applied to the repayment of any Debt secured by a Lien on the asset subject to such Asset Disposition (other than the Loans);

(b)          with respect to any issuance of Capital Securities resulting in a Change of Control, the aggregate cash proceeds received by any Loan Party pursuant to such issuance, net of the direct costs relating to such issuance (including sales and underwriters’ commissions); and

(c)          with respect to any issuance of Debt, the aggregate cash proceeds received by any Loan Party pursuant to such issuance, net of the direct costs of such issuance (including up-front, underwriters’ and placement fees).

Note means any of the promissory notes evidencing the Loans, either singularly or collectively, as the context requires.

Obligations means all obligations (monetary (including post-petition interest, allowed or not) or otherwise) of any Loan Party under this Agreement and any other Loan Document including Attorney Costs in connection with the Loans, all Rate Management Obligations of any Loan Party permitted hereunder which are owed to the Lender or its Affiliate, and all Bank Products Obligations of any Loan Party, all in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

OFAC - see Section 10.04 .

Operating Lease means any lease of (or other agreement conveying the right to use) any real or personal property by any Loan Party, as lessee, other than any Capital Lease.

PBGC means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

Participant - see Section 15.05 .

Pension Plan means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA or the minimum funding standards of ERISA (other than a Multiemployer Pension Plan), and as to which the Borrower or any member of the Controlled Group may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

Permitted Lien means a Lien expressly permitted hereunder pursuant to Section 11.02 .

Person means any natural person, corporation, partnership, trust, limited liability company, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity.

Prime Rate means, for any day, an independent index which is the highest rate identified as the “Prime Rate” in the Wall Street Journal “Money Rates” column on the date the interest rate is to be determined, or if that date is not a publication date, on the publication date immediately preceding. The Prime Rate is not necessarily the lowest rate charged by Lender on its loans. If the Prime Rate becomes unavailable, Lender may designate a substitute index after notifying Borrower. Lender will inform Borrower of the current Prime Rate upon Borrower’s request. Any changes or adjustments to the interest rate will not occur more often than each day.

Rate Management Agreement means any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices.

Rate Management Obligation means, with respect to any Person, any liability of such Person under any Rate Management Agreement.

Regulation D means Regulation D of the FRB.

Regulation U means Regulation U of the FRB.

Reportable Event means a reportable event as defined in Section 4043 of ERISA and the regulations issued thereunder as to which the PBGC has not waived the notification requirement of Section 4043(a), or the failure of a Pension Plan to meet the minimum funding standards of Section 412 of the Code (without regard to whether the Pension Plan is a plan described in Section 4021(a)(2) of ERISA) or under Section 302 of ERISA.

Revolving Commitment means $1,500,000.00, as reduced from time to time pursuant to Section 6.1 .

Revolving Loan - see Section 2.01(a) .

Revolving Loan Availability means the lesser of (i) the Revolving Commitment, and (ii) the Borrowing Base.

Revolving Loan Termination Date means the earlier to occur of (a) February 28, 2021, or (b) such other date on which the Commitments terminate pursuant to Section 6 or Section 13 .

Revolving Outstandings means, at any time, the sum of the aggregate principal amount of all outstanding Revolving Loans.

Security Agreement means the Security Agreement and Perfection Certificate executed and delivered by Borrower in form and substance satisfactory to the Lender.

Seller means Tennessee Valley Ventures, L.P., a Tennessee limited partnership.

Senior Officer means, with respect to any Loan Party, any of the chief executive officer, the chief financial officer, the chief operating officer or the treasurer of such Loan Party.

Stock Purchase Agreement means Stock Purchase Agreement  among Seller, the Shareholders of Seller, and Borrower dated February 29, 2016.

Subordinated Debt means any financial accommodations extended to the Borrower which has subordination terms, covenants, pricing and other terms which have been approved in writing by the Lender.

Subsidiary means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns, directly or indirectly, such number of outstanding Capital Securities as have more than 50% of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of the Borrower.

Taxes means any and all present and future taxes, duties, levies, imposts, deductions, assessments, charges or withholdings, and any and all liabilities (including interest and penalties and other additions to taxes) with respect to the foregoing, but excluding Excluded Taxes.

Tangible Net Worth means Borrower’s tangible net worth as term is defined under GAAP.

Term Loan Commitment means $6,000,000.00.

Term Loan - see Section 2.01(b) .

Term Loan Maturity Date means March 15, 2021.

Termination Event means, with respect to a Pension Plan that is subject to Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal of Borrower or any other member of the Controlled Group from such Pension Plan during a plan year in which Borrower or any other member of the Controlled Group was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA, (c) the termination of such Pension Plan, the filing of a notice of intent to terminate the Pension Plan or the treatment of an amendment of such Pension Plan as a termination under Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to terminate such Pension Plan or (e) any event or condition that might constitute grounds under Section 4042 of ERISA for the termination of, or appointment of a trustee to administer, such Pension Plan.

Total Funded Debt to EBITDA Ratio means, with respect to any Fiscal Quarter, a ratio, the numerator of which is Borrower’s total funded Debt, and the denominator of which is (i) EBITDA.

Total Plan Liability means, at any time, the present value of all vested and unvested accrued benefits under all Pension Plans, determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.

UCC is defined in the Security Agreement.

Unfunded Liability means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Pension Plans exceeds the fair market value of all assets allocable to those benefits, all determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.

Unmatured Event of Default means any event that, if it continues uncured, will, with lapse of time or notice or both, constitute an Event of Default.

Wholly-Owned Subsidiary means, as to any Person, a Subsidiary all of the Capital Securities of which (except directors’ qualifying Capital Securities) are at the time directly or indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person.

Section 1.02          Other Interpretive Provisions

(a)          (i)          The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(ii)         Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(iii)        The term “including” is not limiting and means “including without limitation.”

(iv)        In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.”

(v)         Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation.

(vi)        This Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and each shall be performed in accordance with its terms.

(vii)       This Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Borrower and the Lender thereto and are the products of both parties. Accordingly, they shall not be construed against the Lender merely because of the Lender’s involvement in their preparation.

Article II.          COMMITMENTS OF THE LENDER; BORROWING

Section 2.01          Commitments . On and subject to the terms and conditions of this Agreement, the Lender agrees to make loans to the Borrower as follows:

(a)           Revolving Loan Commitment . The Lender agrees to make loans on a revolving basis (“Revolving Loans”) from time to time until the Revolving Loan Termination Date in such amounts as the Borrower may request; provided that the Revolving Outstandings will not at any time exceed Revolving Loan Availability. The entire unpaid balance of the Revolving Loans shall be immediately due and payable in full in immediately available funds on the Revolving Loan Termination Date if not sooner paid in full.

(b)           Term Loan Commitment . The Lender agrees to make a loan to the Borrower (the “Term Loan”) on the Closing Date in the amount of the Term Loan Commitment. The Commitment of the Lender to make the Term Loan shall expire concurrently with the making of the Term Loan on the Closing Date. The entire unpaid balance of the Term Loan shall be immediately due and payable in full in immediately available funds on the Term Loan Maturity Date if not sooner paid in full.

(c)           Loan Procedures . The Borrower shall give notice (written or telephonic notice) to the Lender of each proposed borrowing not later than 11:00 A.M., Indianapolis, Indiana time, at least one Business Day prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by the Lender, shall be irrevocable, and shall specify the date and amount of borrowing. So long as the Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to such borrowing have not been satisfied, the Lender shall pay over the funds to the Borrower on the requested borrowing date. Each borrowing shall be on a Business Day.

Section 2.02          Certain Conditions. Lender shall not have an obligation to make any Loan if an Event of Default or Unmatured Event of Default exists.

Section 2.03          Use of Proceeds.

(a)           Revolving Loan . The proceeds of the Revolving Loan will be used to support the working capital needs of the Borrower and to partially finance acquisition of stock and/or assets from Seller.

(b)           Term Loan . The proceeds of the Term Loan shall be to partially finance acquisition of stock and/or assets from Seller.

Article III.         EVIDENCING OF LOANS.

Section 3.01          Notes. The Loans shall be evidenced by the Notes, with appropriate insertions, payable to the order of the Lender in a face principal amount equal to the Commitments, respectively.

Section 3.02          Late Payment Fees. If Borrower fails to pay any amount due under any of the Notes, or any fee in connection herewith, in full within seven (7) days after its due date, Borrower, in each case, shall incur and shall pay a late charge equal to the greater of Twenty-Five and No/100 Dollars ($25.00) or Five Percent (5%) of the unpaid amount and an additional late charge for purposes of defraying the expense incidental to handling on the first day of each successive calendar month equal to the greater of Twenty-Five and No/100 Dollars ($25.00) or Five Percent (5%) of the unpaid amount until such amount has been paid in full. After acceleration of repayment of any Loans by the Lender, the payment of a late charge will not cure or constitute a waiver of any Event of Default.

Section 3.03          Recordkeeping. The Lender shall record in its records, the date and amount of each Loan made by the Lender, each repayment thereof. The aggregate unpaid principal amount so recorded shall be rebuttably presumptive evidence of the principal amount of the Loans owing and unpaid. The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations of the Borrower hereunder or under any Note to repay the principal amount of the Loans hereunder, together with all interest accruing thereon.

Article IV.          INTEREST.

Section 4.01          Interest Rates. The Borrower promises to pay interest on the unpaid principal amount of each Loan for the period commencing on the date of such Loan until such Loan is paid in full as follows:

provided that at any time an Event of Default has occurred and is continuing, Lender may, at its option and without notice to the Borrower, increase the interest rate applicable to each Loan in accordance with Section 4.05 hereof. Notwithstanding the foregoing, upon the occurrence of an Event of Default under Sections 13.01(a) or 13.01(d) , such increase shall occur automatically.

Section 4.02          Payment Dates; Repayment. Each Loan shall be payable as follows:

(a)          Accrued interest on the Revolving Loan shall be payable in arrears on the first Business Day of each month commencing May 1, 2016. Upon the Revolving Loan Termination Date, all unpaid principal, accrued but unpaid interest, and reimbursable expenses shall be due and payable in full.

(b)          Regarding the Term Loan, commencing on May 1, 2016, Borrower shall make equal monthly payments of principal in the amount of Seventy-One Thousand Four Hundred Twenty-Nine and No/100 Dollars ($71,429.00)(based on a seven year amortization) plus interest, and thereafter on the first business day of each month. Upon the Term Loan Maturity Date, all unpaid principal, accrued but unpaid interest, and reimbursable expenses shall be due and payable in full.

(c)          In addition to the payments as otherwise required pursuant to the terms of Section 4.02(b) above, Borrower shall remit to Bank as a prepayment towards the outstanding principal amount of the Term Loan, on the last day of each quarterly period commencing as of March 31, 2016 and thereafter an amount equal to the lesser of $125,000.00 or fifty percent (50%) of the Excess Cash Flow calculated on a trailing three-month basis. Notwithstanding the foregoing, the cash flow recapture requirements set forth in this Section 4.02(c) shall not apply when the Cash Flow Leverage Ratio is equal to or less than 2.0 to 1.0.

After maturity, and at any time an Event of Default exists, accrued interest on all Loans shall be payable on demand.

Section 4.03          Setting and Notice of LIBOR Rates. The applicable LIBOR Rate shall be determined by the Lender, and notice thereof shall be given by the Lender promptly to the Borrower. Each determination of the applicable LIBOR Rate by the Lender shall be conclusive and binding upon the parties hereto, in the absence of demonstrable error. The Lender shall, upon written request of the Borrower, deliver to the Borrower a statement showing the computations used by the Lender in determining any applicable LIBOR Rate hereunder.

Section 4.04          Computation of Interest. Interest shall be computed for the actual number of days elapsed on the basis of a year of 360 days.

Section 4.05          Default Rate. Upon the occurrence of an Event of Default and during the continuation thereof, and after maturity, including maturity upon acceleration, Lender, at its option, may, if permitted under applicable law, do one or both of the following: (i) increase the interest rate under the Notes to the rate that is three percent (3%) above the rate that would otherwise be payable hereunder, and (ii) add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided in the Notes (including any increased rate). The interest rate under the Notes will not exceed the maximum rate permitted by applicable law under any circumstances.

Article V.        FEES.

Section 5.01          Commitment Fee. The Borrower agrees to pay to the Lender a commitment fee associated with the Loans in the amount of Fifty Thousand and No/100 Dollars ($50,000.00) as of the Closing Date, which amount shall not be refundable, in whole or in part, for any reason.

Article VI.          REDUCTION OF THE REVOLVING COMMITMENT AND TERM LOAN; PREPAYMENTS.

Section 6.01          Mandatory Reductions of Revolving Commitment. On the date of any Mandatory Prepayment Event, the Revolving Commitment shall be permanently reduced by an amount (if any) equal to the Designated Proceeds of such Mandatory Prepayment Event over the amount (if any) applied to prepay Term Loan pursuant to Section 6.02.(c) .

Section 6.02          Prepayments.

(b)           Mandatory Prepayments .

(i)          The Borrower shall make a prepayment of the Term Loan until paid in full upon the occurrence of any of the following (each a “ Mandatory Prepayment Event ”) at the following times and in the following amounts (such applicable amounts being referred to as “ Designated Proceeds ”):

(a)          Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Asset Disposition with proceeds exceeding $50,000 in any calendar year, in an amount equal to 100% of such Net Cash Proceeds less $50,000.

(ii)         If on any day the Revolving Outstandings exceeds the Borrowing Base, the Borrower shall within one Business Day prepay Revolving Loans in an amount sufficient to eliminate such excess.

Section 6.03          Manner of Prepayments.

(a)           All Prepayments . Any prepayment of a LIBOR Loan on a day other than the last day of the applicable Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 8.04 .

Article VII.         MAKING OF PAYMENTS; SETOFF; TAXES.

Section 7.01          Making of Payments. All payments of principal or interest on the Notes, and of all fees, shall be made by the Borrower to the Lender in immediately available funds at the office specified by the Lender not later than noon, Indianapolis time, on the date due; and funds received after that hour shall be deemed to have been received by the Lender on the following Business Day. All payments under Section 8.01 shall be made by the Borrower directly to the Lender entitled thereto without setoff, counterclaim or other defense.

Section 7.02          Application of Certain Payments. So long as no Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments shall be applied as set forth in Section 6.02 . After the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Lender as proceeds from the sale of, or other realization upon, all or any part of the Collateral shall be applied as the Lender shall determine in its discretion.

Section 7.03          Due Date Extension. If any payment of principal or interest with respect to any of the Loans, or of any fees, falls due on a day which is not a Business Day, then such due date shall be extended to the immediately following Business Day (unless, in the case of a LIBOR Loan, such immediately following Business Day is the first Business Day of a calendar month, in which case such due date shall be the immediately preceding Business Day) and, in the case of principal, additional interest shall accrue and be payable for the period of any such extension.

Section 7.04          Setoff. The Borrower, for itself and each other Loan Party, agrees that the Lender has all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, the Borrower, for itself and each other Loan Party, agrees that at any time any Event of Default exists, the Lender may apply to the payment of any Obligations of the Borrower and each other Loan Party hereunder, when due, any and all balances, credits, deposits, accounts or moneys of the Borrower and each other Loan Party then or thereafter with the Lender.

Section 7.05          Taxes.

(a)          All payments made by the Borrower hereunder or under any Loan Documents shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder or under the Loan Documents (including any payment of principal, interest, or fees) to, or for the benefit, of any person shall be made by the Borrower free and clear of and without deduction or withholding for, or account of, any Taxes now or hereinafter imposed by any taxing authority.

(b)          If the Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by applicable law to deduct or withhold any Taxes, the Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 7.05(b) ), the amount paid to the Lender equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 7.05(b) . To the extent the Borrower withholds any Taxes on payments hereunder or under any Loan Document, the Borrower shall pay the full amount deducted to the relevant taxing authority within the time allowed for payment under applicable law and shall deliver to the Lender within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Lender) evidencing the payment of all amounts so required to be deducted or withheld from such payment.

(c)          If the Lender is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against the Lender with respect to amounts received or receivable hereunder or under any other Loan Document, the Lender shall deliver a certificate to the Borrower detailing such taxes and the Borrower will indemnify the Lender against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax), and (ii) any taxes imposed as a result of the receipt of the payment under this Section 7.05(c). A certificate prepared in good faith as to the detail and amount of such payment by the Lender shall, absent manifest error, be final, conclusive, and binding on all parties.

Article VIII.         INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.

Section 8.01          Increased Costs. (a) If, after the date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4 ), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by the Lender; or (ii) shall impose on the Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) the Lender (or any LIBOR Office of the Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender (or its LIBOR Office) under this Agreement or under its Note with respect thereto, then upon demand by the Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Lender), the Borrower shall pay directly to the Lender such additional amount as will compensate the Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which the Lender first made demand therefor.

(b)          If the Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by the Lender or any Person controlling the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s or such controlling Person’s capital as a consequence of the Lender’s obligations hereunder to a level below that which the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration the Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by the Lender or such controlling Person to be material, then from time to time, upon demand by the Lender (which demand shall be accompanied by a written statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Lender), the Borrower shall pay to the Lender such additional amount as will compensate the Lender or such controlling Person for such reduction so long as such amounts have accrued on or after the day which is 180 days prior to the date on which the Lender first made demand therefor.

Section 8.02          Basis for Determining Interest Rate Inadequate. If the Lender reasonably determines (which determination shall be binding and conclusive on the Borrower) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate then the Lender shall promptly notify the other parties thereof and, so long as such circumstances shall continue, any Loan accruing interest based on the LIBOR Rate shall be converted to a Loan accruing interest based on the Prime Rate plus zero (0) basis points (0.0%).

Section 8.03          Changes in Law Rendering LIBOR Loans Unlawful. If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of the Lender cause a substantial question as to whether it is) unlawful for the Lender to make, maintain or fund LIBOR Loans, then the Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) any additional LIBOR Loans shall accrue interest based on the Prime Rate plus zero (0) basis points 0.0%), and (b) on the last day of the current Interest Period for each LIBOR Loan of the Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such LIBOR Loan shall, unless then repaid in full, automatically convert any Loan accruing interest based on the LIBOR Rate to a Loan accruing interest based on the Prime Rate plus zero (0) basis points (0.0%).

Section 8.04          Funding Losses. The Borrower hereby agrees that upon demand by the Lender (which demand shall be accompanied by a written statement setting forth the basis for the amount being claimed, a copy of which shall be furnished to the Lender), the Borrower will indemnify the Lender against any net loss or expense which the Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund or maintain any LIBOR Loan but excluding Excluded Taxes), as reasonably determined by the Lender, as a result of (a) any payment, prepayment or conversion by the Borrower of any LIBOR Loan of the Lender on a date other than the last day of an Interest Period for such Loan (including any conversion pursuant to Section 8.03 ) or (b) any failure of the Borrower to borrow, convert or continue any Loan on a date specified therefor in a notice of borrowing, conversion or continuation pursuant to this Agreement.

Section 8.05          Discretion of Lender as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, the Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any reasonable manner, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if the Lender had actually funded and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the LIBOR Rate for such Interest Period.

Article IX.          REPRESENTATIONS AND WARRANTIES.

To induce the Lender to enter into this Agreement and to induce the Lender to make Loans hereunder, the Borrower represents and warrants to the Lender that:

Section 9.01          Organization. Each Loan Party is validly existing under the laws of its jurisdiction of organization; and each Loan Party is duly qualified to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect.

Section 9.02          Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Borrower is duly authorized to borrow monies hereunder and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the borrowings by the Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of any Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of the Lender created pursuant to the Collateral Documents).

Section 9.03          Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Section 9.04          Financial Condition. The financial statements of the Borrower as of December 31, 2015, copies of which have been delivered to the Lender, were prepared in accordance with GAAP and present fairly in all material respects the financial condition of the Borrower and its Subsidiaries as at such dates and the results of their operations for the periods then ended.

Section 9.05          No Material Adverse Change. Since December 31, 2015, there has been no material adverse change in the financial condition, operations, business or assets (taken as a whole) of the Loan Parties.

Section 9.06          Litigation and Contingent Liabilities. Except as set forth on Schedule 9.06 attached hereto, no litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Borrower’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.06 or permitted by Section 11.01 .

Section 9.07          Ownership of Properties; Liens. Except as set forth on Schedule 9.07 attached hereto, each Loan Party owns good and, in the case of real property, marketable title to all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like) except as permitted by Section 11.02 .

Section 9.08          Equity Ownership; Subsidiaries. Except as set forth on Schedule 9.08 attached hereto, all issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Lender, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.08 sets forth the issued Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Borrower. As of the Closing Date, except as disclosed on Schedule 9.08 , there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

Section 9.09          Pension Plans. (i) The Unfunded Liability of all Pension Plans does not in the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each Pension Plan complies in all material respects with all applicable requirements of law and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan has occurred with respect to any Pension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or otherwise to have a Material Adverse Effect. There are no pending or, to the knowledge of Borrower, threatened, claims, actions, investigations or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, or Borrower or other any member of the Controlled Group with respect to a Pension Plan or a Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Pension Plan which would subject that Person to any material liability. Within the past five years, neither the Borrower nor any other member of the Controlled Group has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, which could reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which could reasonably be expected to have a Material Adverse Effect.

(b)          All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by the Borrower or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither the Borrower nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan; and neither the Borrower nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

Section 9.10          Investment Company Act. No Loan Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company,” within the meaning of the Investment Company Act of 1940.

Section 9.11          Regulation U. The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

Section 9.12          Taxes. Each Loan Party has timely filed all tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges due and payable with respect to such return, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. The Loan Parties have made adequate reserves on their books and records in accordance with GAAP for all taxes that have accrued but which are not yet due and payable. No Loan Party has participated in any transaction that relates to a year of the taxpayer (which is still open under the applicable statute of limitations) which is a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (irrespective of the date when the transaction was entered into).

Section 9.13          Solvency, etc. On the Closing Date, and immediately prior to and after giving effect to each borrowing hereunder and the use of the proceeds thereof, with respect to each Loan Party, individually, (a) the fair value of its assets is greater than the amount of its liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated in accordance with GAAP, (b) the present fair saleable value of its assets is not less than the amount that will be required to pay the probable liability on its debts as they become absolute and matured, (c) it is able to realize upon its assets and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) it does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature and (e) it is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute unreasonably small capital.

Section 9.14          Environmental Matters. The on-going operations of each Loan Party comply in all material respects with all Environmental Laws, except such non-compliance which could not (if enforced in accordance with applicable law) reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Each Loan Party has obtained, and maintained in good standing, all licenses, permits, authorizations, registrations and other approvals required under any Environmental Law and required for their respective ordinary course operations, and for their reasonably anticipated future operations, and, each Loan Party is in compliance with all terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in material liability to any Loan Party and could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. No Loan Party or any of its properties or operations is subject to, or reasonably anticipates the issuance of, any written order from or agreement with any Federal, state or local governmental authority, nor subject to any judicial or docketed administrative or other proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance. There are no Hazardous Substances or other conditions or circumstances existing with respect to any property, arising from operations prior to the Closing Date, or relating to any waste disposal, of any Loan Party that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. No Loan Party has any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws or that at any time have released, leaked, disposed of or otherwise discharged Hazardous Substances.

Section 9.15          Insurance. Set forth on Schedule 9.15 is a complete and accurate list of the property and casualty insurance program of the Loan Parties as of the Closing Date (including the names of all insurers, policy numbers, expiration dates, amounts and types of coverage, annual premiums, deductibles, self-insured retention, and a description in reasonable detail of any self-insurance program, retrospective rating plan, fronting arrangement or other risk assumption arrangement involving any Loan Party). Each Loan Party and its properties are insured with financially sound and reputable insurance companies which are not Affiliates of the Loan Parties, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Loan Parties operate.

Section 9.16          Real Property. Set forth on Schedule 9.16 is a complete and accurate list, as of the Closing Date, of the address of all real property owned or leased by any Loan Party (collectively, the “Real Property”), together with, in the case of leased property, the name and mailing address of the lessor of such property.

Section 9.17          Information. All information heretofore or contemporaneously herewith furnished in writing by any Loan Party to the Lender for purposes of or in connection with this Agreement and the transactions contemplated hereby is, true and accurate in every material respect on the date as of which such information is dated or certified, and none of such information is incomplete by omitting to state any material fact necessary to make such information not misleading in light of the circumstances under which made (it being recognized by the Lender that any projections and forecasts provided by the Borrower are based on good faith estimates and assumptions believed by the Borrower to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results).

Section 9.18          Intellectual Property. Except as set forth on Schedule 9.18(A) attached hereto, each Loan Party owns and possesses or has a license or other right to use all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights and copyrights (collectively, “Intellectual Property”) as are necessary for the conduct of the businesses of the Loan Parties, without any infringement upon rights of others which could reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 9.18(B) is a complete and accurate list, as of the Closing Date, of all registered Intellectual Property owned by the Loan Parties.

Section 9.19          Burdensome Obligations. No Loan Party is a party to any agreement or contract or subject to any restriction contained in its organizational documents which could reasonably be expected to have a Material Adverse Effect.

Section 9.20          Labor Matters. No Loan Party is subject to any collective bargaining agreement. There are no existing or, to Borrower’s knowledge, threatened strikes, lockouts or other labor disputes involving any Loan Party that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of the Loan Parties are not in violation of the Fair Labor Standards Act or any other applicable law, rule or regulation dealing with such matters.

Section 9.21          No Default. No Event of Default or Unmatured Event of Default exists or would result from the incurrence by any Loan Party of any Debt hereunder or under any other Loan Document.

Article X.           AFFIRMATIVE COVENANTS.

Until the expiration or termination of the Commitments and thereafter until all Obligations hereunder and under the other Loan Documents are paid in full, the Borrower agrees that, unless at any time the Lender shall otherwise expressly consent in writing, it will:

Section 10.01          Reports, Certificates and Other Information. Furnish to the Lender:

Section 10.02          Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, the Lender or any representative thereof to inspect the properties and operations of the Loan Parties at any reasonable time and with reasonable notice (provided no prior notice shall be required during the continuation of an Event of Default); and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), the Lender or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Borrower hereby authorizes such independent auditors to discuss such financial matters with the Lender or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Lender and its representatives to inspect the Inventory and other tangible assets of the Loan Parties at any reasonable time and with reasonable notice (provided no prior notice shall be required during the continuation of an Event of Default), to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Lender shall be at the Borrower’s expense, provided that so long as no Event of Default exists, the Borrower shall not be required to reimburse the Lender for inspections or audits more frequently than once each Fiscal Year.

Section 10.03          Maintenance of Property; Insurance. (a) Keep, and cause each other Loan Party to keep, all property necessary in the business of the Loan Parties in such order and condition as it is on the date hereof, ordinary wear and tear and insured casualty loss excepted.

Section 10.04          Compliance with Laws; Payment of Taxes and Liabilities. (i) Comply, and cause each other Loan Party to comply, in all material respects with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each other Loan Party to ensure, that no person who owns a controlling interest in or otherwise controls a Loan Party is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, (c) without limiting clause (a) above, comply, and cause each other Loan Party to comply, with all applicable Bank Secrecy Act (“BSA”) and anti-money laundering laws and regulations and (d) pay, and cause each other Loan Party to pay, prior to delinquency, all taxes and other governmental charges against it or any collateral, as well as claims of any kind which, if unpaid, could become a Lien on any of its property; provided that the foregoing shall not require any Loan Party to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP and, in the case of a claim which could become a Lien on any collateral, such contest proceedings shall stay the foreclosure of such Lien or the sale of any portion of the collateral to satisfy such claim.

Section 10.05          Maintenance of Existence, etc. Maintain and preserve, and (subject to Section 11.05 ) cause each other Loan Party to maintain and preserve, (a) its existence and good standing in the jurisdiction of its organization and (b) its qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary (other than such jurisdictions in which the failure to be qualified or in good standing could not reasonably be expected to have a Material Adverse Effect).

Section 10.06          Use of Proceeds. Use the proceeds of the Loans solely for the purposes as set forth in Section 2.04 herein, for other general business purposes, to repay existing indebtedness and pay transaction related expenses; and not use or permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock.

Section 10.07          Employee Benefit Plans.

Section 10.08          Environmental Matters. If any release or threatened release or other disposal of Hazardous Substances shall occur or shall have occurred on any real property or any other assets of any Loan Party, the Borrower shall, or shall cause the applicable Loan Party to, cause the prompt containment and removal of such Hazardous Substances and the remediation of such real property or other assets as necessary to comply with all Environmental Laws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, the Borrower shall, and shall cause each other Loan Party to, comply with any Federal or state judicial or administrative order requiring the performance at any real property of any Loan Party of activities in response to the release or threatened release of a Hazardous Substance. To the extent that the transportation of Hazardous Substances is permitted by this Agreement, the Borrower shall, and shall cause its Subsidiaries to, dispose of such Hazardous Substances, or of any other wastes, only at licensed disposal facilities operating in compliance with Environmental Laws.

Section 10.09          Further Assurances. Take, and cause each other Loan Party to take, such actions as are necessary or as the Lender may reasonably request from time to time to ensure that the Obligations of each Loan Party under the Loan Documents are secured by substantially all of the assets of the Borrower and each domestic Subsidiary and guaranteed by each domestic Subsidiary (including, upon the acquisition or creation thereof, any Subsidiary acquired or created after the Closing Date), in each case as the Lender may determine, including (a) the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust, financing statements and other documents, and the filing or recording of any of the foregoing and (b) the delivery of certificated securities and other Collateral with respect to which perfection is obtained by possession.

Section 10.10          Deposit Accounts/Cash Management Services. Unless the Lender otherwise consents in writing, in order to facilitate the Lender’s maintenance and monitoring of its security interests in the Collateral, while this Agreement is in effect, maintain all of their principal deposit accounts and cash management services with the Lender.

Article XI.    NEGATIVE COVENANTS

Until the expiration or termination of the Commitments and thereafter until all Obligations hereunder and under the other Loan Documents are paid in full, the Borrower agrees that, without Lender’s prior written consent, it will:

Section 11.01    Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except:

Section 11.02    Liens. Not, and not permit any other Loan Party to, create or permit to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:

Section 11.03      Operating Leases.   Not permit the aggregate amount of all rental payments under Operating Leases made (or scheduled to be made) by the Loan Parties (on a consolidated basis) to exceed $100,000 in any Fiscal Year, excluding rental payments due under leases or occupancy agreements associated with the Real Property.

Section 11.04      Restricted Payments. Not, and not permit any other Loan Party to, (a) make any distribution to any holders of its Capital Securities, (b) purchase or redeem any of its Capital Securities, (c) pay any management fees or similar fees to any of its equity holders or any Affiliate thereof, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debtor or (e) set aside funds for any of the foregoing. Notwithstanding the foregoing, (i) any Subsidiary may pay dividends or make other distributions to the Borrower or to a domestic Wholly-Owned Subsidiary; (ii) so long as no Event of Default or Unmatured Event of Default exists or would result therefrom, the Borrower may pay distributions if the Borrower elects to be taxed as either an “S” corporation or a partnership for federal income tax purposes, in amounts necessary to cover federal, state and local income tax liabilities payable solely as a result of income of the Borrower being included in such member’s tax returns which distributions shall be in amounts, as determined by an independent certified public accountant reasonably acceptable to Lender, necessary to pay such member’s tax obligations based upon such income derived from the Borrower as if such member were taxable at a marginal rate of 45% (subject to increase with any increases in federal or state tax rates that cause an actual increase to such marginal rate); and (iii) the Borrower may make regularly scheduled payments of interest and other amounts in respect of Subordinated Debt to the extent permitted under the subordination provisions thereof.

Section 11.05      Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person, (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for sales of inventory in the ordinary course of business, or (c) sell or assign with or without recourse any receivables, except for (i) any merger, consolidation, sale, transfer, conveyance, lease or assignment of or by, any Wholly-Owned Subsidiary into the Borrower or into any other domestic Wholly-Owned Subsidiary; (ii) any such purchase or other acquisition by the Borrower or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary; or (iii) sales and dispositions of assets (including the Capital Securities of Subsidiaries) for at least fair market value (as determined by the Board of Managers of the Borrower).

Section 11.06      Modification of Organizational Documents. Not permit the organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to have a Material Adverse Effect; not change, or allow any Loan Party to change, its state of formation or its organizational form.

Section 11.07      Transactions with Affiliates.   Not, and not permit any other Loan Party to, enter into, or cause, suffer or permit to exist any transaction, arrangement or contract with any of its other Affiliates (other than the Loan Parties) which is on terms which are less favorable than are obtainable from any Person which is not one of its Affiliates.

Section 11.08       Unconditional Purchase Obligations. Not, and not permit any other Loan Party to, enter into or be a party to any contract for the purchase of materials, supplies or other property or services if such contract requires that payment be made by it regardless of whether delivery is ever made of such materials, supplies or other property or services.

Section 11.09       Inconsistent Agreements.   Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Lender, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any Debt owed to the Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Section 11.10       Business Activities; Issuance of Equity. Not, and not permit any other Loan Party to, (a) engage in any line of business other than the businesses engaged in on the date hereof and businesses reasonably related thereto, or (b) issue any Capital Securities resulting in a Change in Control and except for (i) any issuance of Capital Securities pursuant to any employee or director option program, benefit plan or compensation program, or (ii) any issuance by a Subsidiary to the Borrower or another Subsidiary in accordance with Section 11.04 .

Section 11.11      Investments. Not, and not permit any other Loan Party to, make or permit to exist any Investment in any other Person, except the following:

provided that (x) any Investment which when made complies with the requirements of the definition of the term “ Cash Equivalent Investment ” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; (y) no Investment otherwise permitted by clause (b), or (c), shall be permitted to be made if, immediately before or after giving effect thereto,

any Event of Default or Unmatured Event of Default exists.

Section 11.12      Restriction of Amendments to Certain Documents. Not amend or otherwise modify, or waive any rights under the Acquisition Documents.

Section 11.13      Fiscal Year; Accounting Methods.   Not change its Fiscal Year or method of accounting.

Section 11.14      Financial Covenants.

Article XII.     EFFECTIVENESS; CONDITIONS OF LENDING, ETC.

The obligation of the Lender to make the Loans is subject to the following conditions precedent:

Section 12.01 Initial Credit Extension.   The obligation of the Lender to make the initial Loans is, in addition to the conditions precedent specified in Section 12.02 , subject to the conditions precedent that (a) all Debt to be Repaid has been (or concurrently with the initial borrowing will be) paid in full, and that all agreements and instruments governing the Debt to be Repaid and that all Liens securing such Debt to be Repaid have been (or concurrently with the initial borrowing will be) terminated and (b) the Lender shall have received all of the following, each duly executed (if applicable) and dated the Closing Date (or such earlier date as shall be satisfactory to the Lender), in form and substance satisfactory to the Lender (and the date on which all such conditions precedent have been satisfied or waived in writing by the Lender is called the “Closing Date”):

Section 12.02      Conditions. The obligation of the Lender to make each Loan is subject to the following further conditions precedent that:

(a)      Compliance with Warranties, No Default, etc. Both before and after giving effect to any borrowing, the following statements shall be true and correct:

(b)        Confirmatory Certificate . If requested by the Lender, the Lender shall have received a certificate dated the date of such requested Loan and signed by a duly authorized representative of the Borrower as to the matters set out in Section 12.02(a) (it being understood that each request by the Borrower for the making of a Loan shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent set forth in Section 12.02(a) will be satisfied at the time of the making of such Loan, together with such other documents as the Lender may reasonably request in support thereof.

Article XIII.    EVENTS OF DEFAULT AND THEIR EFFECT.

Section 13.01       Events of Default .  Each of the following shall constitute an Event of Default under this Agreement: