DEFINITIONS                                                                                                                           1

PURCHASE AND SALE OF ASSETS                                                                                       5

Assets To Be Purchased                                                                                                  5

Excluded Assets                                                                                                              6

Non-Assignable Assets                                                                                                    6

PURCHASE PRICE; PAYMENT                                                                                               7

Purchase Price                                                                                                                7

First Tier Earn-out Payments                                                                                            8

Second Tier Earn-out Payments                                                                                       8

Earn-Out Terms                                                                                                              8

Allocation of Purchase Price                                                                                          10

ASSUMPTION OF OBLIGATIONS AND LIABILITIES                                                         10

Liabilities and Obligations Assumed                                                                                 10

Excluded Liabilities and Obligations                                                                                 10

REPRESENTATIONS AND WARRANTIES OF SELLERS, CHRIS, AND SELLERS' MEMBERS                                                                                                                               11

Capitalization; Sellers' Members                                                                                      11

Financial Statements                                                                                                      11

Due Organization                                                                                                           12

Due Authorization                                                                                                          12

Material Adverse Effects                                                                                               12

Litigation                                                                                                                       14

Compliance; Governmental Authorizations; Permits and Licenses                                     14

Taxes                                                                                                                            15

Agreements                                                                                                                   16

Title to Property and Related Matters                                                                              17

Intellectual Property                                                                                                       18

Brokerage Fees                                                                                                             18

Investment Representation                                                                                             18

Employees; Employee Benefit Plans                                                                               18

Environmental Matters                                                                                                   21

Insurance                                                                                                                      22

Customers                                                                                                                     22

Approval                                                                                                                       23

Contractors                                                                                                                   24

Change in Business                                                                                                        24

Services                                                                                                                        24

Real Property and Leases                                                                                              24

Related Party Transactions                                                                                             24

Improper Payments                                                                                                        24

Sufficiency of Purchased Assets                                                                                     25

Computer Software                                                                                                        25

Accounts Receivable                                                                                                     25

Data Privacy                                                                                                                 25

RESERVED                                                                                                                 25

No Other Representations and Warranties                                                                      26

REPRESENTATIONS AND WARRANTIES OF BUYER                                                        26

Due Organization of Buyer                                                                                             26

Due Authorization                                                                                                          26

Brokerage Fees                                                                                                             26

Approval                                                                                                                       26

No Approvals Required                                                                                                  26

COVENANTS OF THE PARTIES                                                                                            27

Nondisclosure                                                                                                                27

Confidentiality                                                                                                                27

Non-Competition; Non-Solicitation                                                                                  28

Prohibition on Trading in Parent Stock                                                                             29

Parties' Access to Records After Closing                                                                        29

Refunds and Remittances                                                                                               30

Bulk Sales and Transfer Taxes                                                                                       30

Further Assurances; Post Closing Assistance                                                                  30

Compensation and Bonuses                                                                                            30

Working Capital Matters                                                                                                31

Sellers' Employees                                                                                                         32

Related Agreements                                                                                                      33

Continuation of Professional Liability Insurance                                                               33

RESERVED                                                                                                                 33

Certain Post-Closing Matters Relating to Sellers                                                              33

Parent Guarantee                                                                                                          34

THE CLOSING                                                                                                                        34

Time and Place                                                                                                              34

Transition Period                                                                                                            34

Deliveries by Sellers                                                                                                       34

Deliveries by Buyer                                                                                                       36

INDEMNIFICATION                                                                                                               36

Sellers and Sellers' Members                                                                                          36

Buyer                                                                                                                             37

Methods of Asserting Claims for Indemnification                                                             37

Survival and Limitations                                                                                                 38

Right of Set Off                                                                                                             39

Exclusive Remedies                                                                                                       39

Additional Provisions                                                                                                      40

Exclusive Jurisdiction                                                                                                                 40

NOTICES                                                                                                                                 40

MISCELLANEOUS                                                                                                                  41

Nature of Representations and Warranties                                                                      41

Successors and Assigns                                                                                                 41

Entire Agreement                                                                                                          41

Amendment                                                                                                                  42

Assignment                                                                                                                   42

Choice of Law                                                                                                              42

Headings                                                                                                                       42

Construction                                                                                                                  42

Effect of Waiver                                                                                                            42

Severability                                                                                                                    42

Binding Nature                                                                                                              42

No Third-Party Beneficiaries                                                                                          42

Counterparts                                                                                                                  42

Rules of Construction                                                                                                     42

Expenses                                                                                                                       43

Deliveries to Buyer                                                                                                        43

(e)

all books and records, including all employee lists, all databases, accounts and ledgers and all other instruments and documents relating to the Business and/or the Purchased Assets being acquired by Buyer pursuant to this Agreement but excluding its minutes and interest ledgers;

(f)

excluding Sellers' insurance policies, all of Sellers' leases and rental agreements, all contracts, including contracts with customers of the Business, purchase orders, agreements, and other instruments to which any Seller is a party or by which any Seller or its assets may be bound, (collectively the "Contracts");

(g)

all prepayments on behalf of each Seller including all prepaid expenses, deposits, prepaid payroll, and other statutory taxes;

(h)

all rights of Sellers under or pursuant to all warranties, representations, and guaranties made by suppliers or vendors in connection with products or services furnished to Sellers, or otherwise pertaining to the Business or affecting the Purchased Assets;

(i)

all of Sellers' goodwill in connection with the Business, including all rights of Sellers under any covenants not-to-compete, confidentiality, or non-solicitation agreements running to the benefit of Seller; and

(j)

all assets, properties, rights, and claims of Sellers of any kind or nature that are not otherwise described above.

(a)

Notwithstanding anything to the contrary in this Agreement (including in Section 2.1), and subject to the provisions of this Section 2.3, to the extent that the sale, assignment, transfer, conveyance, or delivery, or attempted sale, assignment, transfer, conveyance, or delivery, to Buyer of any Purchased Asset or Assumed Liability would result in a violation of applicable law, or would require the consent, authorization, approval, or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any governmental authority), and such consent, authorization, approval, or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance, or delivery, or an attempted sale, assignment, transfer, conveyance, or delivery, thereof. Following the Closing, Seller, and Buyer shall use commercially reasonable efforts, and shall diligently cooperate with each other, in good faith, to obtain any such required consent, authorization, approval, or waiver, required to so sell, transfer, convey or deliver such Purchased Assets or Assumed Liabilities; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, or waiver is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset or Assumed Liability to which such consent, authorization, approval, or waiver relates for no additional consideration.

(b)

To the extent that any Purchased Asset or Assumed Liability cannot be or has not been transferred to Buyer following the Closing pursuant to Section 2.3(a), Buyer and Sellers shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the parties the economic and, to the fullest extent permitted under applicable law, operational equivalent of the transfer of such Purchased Asset or Assumed Liability to Buyer as of the Closing (but effective as of the Effective Date). Unless expressly prohibited under applicable law, Sellers shall, at Sellers' expense, hold in trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds, and other monies received by Sellers to the extent related to such Purchased Asset and otherwise take such actions necessary to provide such economic and operational benefits in connection with the arrangements under this Section 2.3(b).

(a)

on the Closing Date, $1,065,500 by wire transfer of immediately available funds to a bank account designated by Sellers at least two (2) business days prior to the Closing ("Sellers' Account");

(b)

on the Closing Date, Parent shall issue 440,751 restricted shares of Parent's common stock by "book entry notation" (the "Stock") to Chris. The Stock shall be subject to restrictive legends which indicate that the Stock is subject to the Lock-up Agreement and thereafter is subject to the terms of Rule 144 promulgated under the Securities Act of 1933, as amended.

(ii)

In the event NOI for the Second Earn-out Period is less than the Second NOI Hurdle, up to $100,000 from the Third Earn-out Period in excess of the Third NOI Hurdle can be retroactively applied to the Second Earn-out Period and count toward the achievement of the Second NOI Hurdle, subject to the provisions of Sections (c) and (d), and the calculation of the First Tier Earn-out Payment due for the Second Earn-out Period.

(iii)

Excess NOI can only retroactively be used to achieve an NOI Hurdle one (1) time. As an example, if excess NOI is used retroactively to achieve the First Year Earn-Out Hurdle pursuant to Section 3.4(a)(i), then excess NOI from subsequent years cannot be used to achieve the Second Year Earn-Out Hurdle pursuant to Section 3.4(a)(ii).

(iv)

In the event that excess NOI from the Second Earn-out Period or the Third Earn-out Period, as applicable, is used to achieve the First NOI Hurdle or Second NOI Hurdle, the portion thereof that is so used shall not count towards achievement of any other NOI Hurdle (other than the NOI Hurdle for the period into which such excess NOI is used) and shall not be included in the calculation of any Second Tier Earn-out Payment for the Earn-out Period from which such excess NOI was used, as applicable.

(c)

Calculation. Buyer shall calculate the NOI for each Earn-out Period within ninety (90) days of the end of such Earn-out Period and shall promptly thereafter advise Sellers of such calculation, and whether the Business achieved the applicable NOI Hurdle for that Earn-out Period. For any Earn-out Period for which the applicable NOI Hurdle shall have been achieved, Buyer shall pay to Sellers the applicable amount at the time or times, if at all, as set forth in Section 3.4(d).

(d)

Payment. Buyer shall pay any First Tier Earn-out Payment for any applicable Earn-out Period, within five (5) Business Days of the date upon which, if at all, NOI (calculated for this purpose by including only those accounts receivable that have been actually collected by Buyer, but otherwise as provided in this Agreement) equals or exceeds an amount equal to the applicable NOI Hurdle for such Earn-out Period. Additionally, with respect to any Second Tier Earn-out Payment that Sellers shall have achieved (and which shall not have been applied as provided in Section 3.3(b)), Buyer shall pay, for any applicable Earn-out Period, on a rolling monthly basis, payments with respect to such Second Tier Earn-out Payment when, if at all, NOI (calculated for this purpose by including only those accounts receivable that have been actually collected by Buyer, but otherwise as provided in this Agreement) exceeds the applicable NOI Hurdle. If NOI from an Earn-Out Period is retroactively applied to a previous Earn-Out Period as set forth above in order to achieve such previous Earn-Out Period's NOI Hurdle, then any payment payable to Sellers from Buyer related to such previous Earn-Out Period shall be paid, if, as, and when such payment would have been made under this Section.

(e)

In any year in which an installment of the Earn-out Payment is due, Sellers and their authorized representatives, during normal business hours and at Sellers' sole cost and expense, shall have the right to audit, abstract, and copy the relevant financial records of Buyer to verify the calculation of any such payments. Buyer shall cooperate with Sellers and their agents in providing access to financial information regarding the Business, including accountants' work papers.

(c)

except to the extent included in the True Up Amount as finally determined in accordance with Section 7.10, all liabilities and obligations to all employees of any Seller accrued since its inception, including accruals reflecting all earned but unpaid vacations, holidays, and bonuses; and

(d)

all income taxes, payroll taxes (except to the extent included in the True Up Amount as finally determined in accordance with Section 7.10), and other statutory federal, state, local and foreign taxes with respect to the Business arising prior to the Effective Date, and, subject to Section 7.8, all taxes of the Sellers which may become due as a result of the transactions contemplated by this Agreement.

(a)

Sellers' Members collectively are the sole owners, of record and beneficially, of all of the issued and outstanding membership interests of Sellers, free and clear of all Liens, claims, or rights of other parties to Sellers' membership interests (whether under option agreements or otherwise).

(b)

True, complete, and correct copies of the organizational documents and all minutes of Sellers, to the extent in the possession or control of a Seller or Seller Member as of the date hereof, have heretofore been delivered or made available to Buyer, as such documents or instruments are presently in effect, and have not been amended or modified.

(c)

BHS Technology Holdings, Inc., a direct subsidiary of TKS, does not possess any assets.

(a)

A true, complete, and correct copy of the Financial Statements is attached as Schedule 5.2(a)(i). A true, complete, and correct copy of the Interim Statements is attached as Schedule 5.2(a)(ii). Except as set forth on Schedule 5.2(a)(iii), to the Knowledge of Sellers the Financial Statements with respect to the years ended December 31, 2015 and December 31, 2016 present, in accordance with GAAP, the assets, liabilities, and results of operations of Sellers as of the dates and for the periods indicated. The Financial Statements, solely with respect to the year ended December 31, 2017, and the Interim Statements present, in accordance with GAAP, the assets, liabilities, and results of operations of Sellers as of the dates and for the periods indicated.

(b)

Sellers have no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, including liabilities for replacement or repair or

(a)

any Material Adverse Effect;

(b)

any other event or condition of any character that it is reasonable to expect will, individually or in the aggregate with other events or conditions, result in a Material Adverse Effect;

(c)

any damage, destruction, or loss that has not been repaired or replaced (whether or not covered by insurance) affecting the Purchased Assets or otherwise affecting any Seller or the Business, its properties, prospects, operations, earnings, assets, liabilities, or condition (financial or otherwise) excluding those that in the aggregate have not resulted in and could not reasonably be expected to result in a Material Adverse Effect;

(d)

any cancellation of any debts owing to any Seller (except immaterial cancellations in the ordinary course of business) or any waiver of any material rights of value to any Seller;

(e)

any cancellation, termination, modification, change, waiver, or material breach of any existing contract of which any Seller is a party that has resulted or may result in a Material Adverse Effect or the entering into of any Material Contract not reflected in the Schedules annexed hereto, or the termination or, to the Knowledge of Sellers any threatened termination of any customer's relationship with any Seller;

(f)

any transfer, lapse, or grant of any rights in the Intellectual Property or any disposition or disclosure to any Person of any trade secrets relating to the Business that has resulted or could reasonably be expected to result in a Material Adverse Effect;

(g)

the entering into, creation, or allowance of any new Lien on any Purchased Assets other than Permitted Liens or other Liens arising in the ordinary course of business and immaterial in the aggregate;

(h)

any increase or any change in any assumptions underlying or methods of calculating any bad debt, contingency, tax, or other reserves or any change in its accounting practices, methods, or assumptions (including changes in estimates or valuation methods);

(i)

any lease or sublease of real property by any Seller or the exercise of any purchase options or rights of first refusal contained in any lease or sublease to which any Seller is a party, or the termination, surrender, cancellation, or assignment of any of any Seller's properties demised under any leases, or any part thereof, except those that are immaterial in the ordinary course of business consistent with past practice;

(j)

the incurring by any Seller of any indebtedness for borrowed money, the entering into of any commitment to borrow money, or making any loans or agreements to lend money to third parties, or the agreement to guaranty any obligations of third parties (other than in connection with accounts payable in the ordinary course of business or the negotiation and collection of immaterial negotiable instruments in the ordinary course of business);

(k)

the writing up or writing down of the value of any of any Seller's assets on its financial statements or any sale, exchange, or disposal of any of any Seller's assets or rights,

(a)

Except as disclosed on Schedule 5.8, at all times since January 1, 2015, all (i) federal, state, local, or foreign tax returns (collectively, the "Returns") required to be filed with respect to the properties, assets, operations, income, and net worth of each Seller have been timely filed or appropriate extensions have been obtained and such Returns are true, correct, and complete; (ii) such Returns have been prepared in accordance with all applicable laws and requirements, and accurately reflect taxable income (or other measure of tax) of each Seller, and (iii) all taxes and governmental charges, including, without limitation, any interest and penalties (collectively "Taxes") due pursuant to such Returns or in connection with each Seller's operations have been paid or adequate provision therefor has been made on the Financial Statements. Except as disclosed on Schedule 5.8, there are no outstanding agreements or waivers extending the statutory period of limitation concerning any Tax liability of any Seller, no examination of any Return of any Seller is currently in progress and no governmental authority has, within the last three (3) years, notified any Seller or any Seller's Members of any Tax claim, investigation, or proceeding or conducted any audit with respect to a Seller or the Business. All monies required to be collected or withheld by Sellers for income Taxes, social security, or other payroll Taxes have been collected or withheld, and either paid to the appropriate governmental agencies, set aside in accounts for such purpose, or accrued, reserved against, and entered upon the books of each Seller, and neither Seller is liable for any Taxes or penalties for failure to comply with any of the foregoing. Sellers have not made, are not obligated to make, and will not, as a result of the transactions contemplated hereby, make or become obligated to make any "excess parachute payment" within the meaning of Section 280G of the Code (determined without regard to subsection (b)(4) thereof).

(b)

No claim has been made by a taxing authority in any jurisdiction where any Seller does not file tax returns that such Seller is or may be subject to taxation by that jurisdiction.

(c)

True, correct, and complete copies of all federal or state income tax Returns, Tax examination reports and statements of deficiencies assessed against, or agreed to by, any Seller with respect to the last two years have been delivered or made available to Buyer.

(d)

No Seller has ever (i) joined in or been required to join in filing a consolidated or combined federal, state, or local income Return, (ii) been the subject of a Tax ruling that has continuing effect, (iii) been the subject of a closing agreement with any taxing authority that has continuing effect, or (iv) granted a power of attorney with respect to any Tax matters that has continuing effect.

(e)

No Seller is a party to any tax-sharing agreement.

(f)

No Seller is a "foreign person" within the meaning of Section 1445 of the Code and the regulations promulgated thereunder.

(a)

any partnership agreement or joint venture agreement;

(b)

any agreement with another Person limiting or restricting the ability of any Seller to enter into or engage in any market or line of business including agreements with exclusivity, non-compete, "most favored customer" pricing or other similar provisions;

(c)

any agreements for the sale of any of the assets of any Seller, other than the sale of inventory in the ordinary course of business, or for the grant to any Person of any preferential rights to purchase any of any Seller's assets;

(d)

any lease, sub-lease, license, sub-license or other agreement with respect to real property;

(e)

any agreement of any Seller with any officer or director of any Seller, any of Sellers's unitholders or shareholders, or any other Affiliate of any Seller;

(f)

except for agreements entered into with customers in the ordinary course of business, any agreement with respect to the Intellectual Property of any Seller wherein a Seller grants an exclusive license with respect to any Intellectual Property;

(g)

any collective bargaining or union agreement to which any Seller are bound;

(h)

any agreement relating to the incurrence, assumption, surety or guarantee of any funded indebtedness;

(i)

any agreement (or group of related agreements) the performance of which required the delivery of assets or services from or to any Seller, valued in excess of $100,000 since January 1, 2017, or which is reasonably expected to require the delivery of assets or services from or to any Seller, valued in excess of $100,000 during the twelve-month period following Closing;

(j)

any agreement for the employment of any officer, individual employee or other person on a full-time, part-time, consulting or other basis, or employment agreement, severance agreement or other agreement that require payments upon a "change in control" or similar payments covering any officer, employee or director or former officer, employee or director of any Seller;

(k)

any commission and/or sales agreement with any current employee, independent contractor or salesperson providing for the payment of any commissions or other sales compensation and pursuant to which any Seller made payments in excess of $50,000 during the twelve-month period ended December 31, 2017, or under which a firm or other organization provides commission or sales-based services to any Seller pursuant to which any Seller made payments in excess of $50,000 during the twelve-month period ended December 31, 2017;

(l)

any agreement that obligates any Seller to provide indemnification or a guarantee that could result in payments in excess of $75,000, other than in the ordinary course of business;

(m)

any agreement relating to capital expenditures and involving future payments by any Seller in excess of $20,000 in any individual case or $50,000 in the aggregate;

(n)

any agreement under which any Seller is a lessor of or permits any third party to hold or operate any tangible property (other than real property), owned or controlled by any Seller, except for any lease or agreement under which the aggregate annual rental payments do not exceed $20,000;

(o)

any settlement or similar agreement pursuant to which any Seller is obligated to pay consideration in excess of $10,000 after the date hereof;

(p)

any powers of attorney;

(q)

any agreement (i) providing for any Seller to be the exclusive provider or preferred provider of any product or service to any Person, (ii) providing for any Person to be the exclusive or preferred provider of any product or services to any Seller, (iii) granting to any Person a right of first refusal or right of first offer on the sale of any part of the business of any Seller, or (iv) containing a provision of the type commonly referred to as "most favored nation" provision for the benefit of a Person other than Sellers;

(r)

any agreement with any Governmental Authority; and

(s)

any agreement otherwise related to the Business where a default or termination would result in or would reasonably be expected to result in a Material Adverse Effect.

Schedule 5.14(a) sets forth the number and names of the managers, members, officers, and employees of Sellers as of January 1, 2018, the total compensation paid to each of the managers, members, officers, and employees of Sellers during the periods January 1, 2016 to December 31, 2016 and January 1, 2017 to December 31, 2017, the total compensation paid or accrued for 2018, including salary, bonuses paid, and bonuses earned but not yet paid for each of the managers, members, officers, and employees of Sellers, and anticipated adjustments (whether increases or decreases) to such total compensation. Schedule 5.14(a) contains true and correct copies of all written contracts of Sellers with respect to the terms of employment and/or compensation for each of the managers, members, officers, and employees of Sellers.

Except as disclosed on Schedule 5.14(b), Sellers do not have any current "employee benefit plans" (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (the "Benefit Plans"). Schedule 5.14(b)  identifies all Benefit Plans and all other sick-leave, vacation accrual or holiday plans, bonus, savings, profit-sharing or other similar benefit plans, deferred compensation, interest option, interest ownership, and interest purchase plans sponsored by or contributed to by a Seller for the benefit of any employees or former employees of a Seller. Sellers do not sponsor or contribute to, nor have they ever sponsored or been required to contribute to, any "multiemployer plan" as such term is defined in Section 3(37) of ERISA. As applicable with respect to each Benefit Plan, Sellers have delivered or made available to Buyer true and complete copies of (i) each Benefit Plan, including all amendments thereto, and in the case of an unwritten Benefit Plan, a written description thereof, and (ii) all records, notices, and filings concerning (x) Internal Revenue Service or Department of Labor audits or investigations, (y) "prohibited transactions" within the meaning of Section 406 of ERISA or Section 4975 of the Code and (z) "reportable events" within the meaning of Section 4043 of ERISA. The Benefit Plans are and have been maintained and administered in compliance with the requirements of ERISA and, where applicable, Section 401 of the Code. There are no accumulated funding deficiencies as defined in Section 302 of ERISA or Section 412 of the Code, whether or not waived, with respect to the Benefit Plans. There is not now, nor has there been any prohibited transaction (as defined in Section 406 of ERISA or Sections 503 or 4975 of the Code) involving the Benefit Plans. There are no pending or, to the Knowledge of Sellers, threatened investigations or audits by governmental agencies or any claims by or on behalf of the Benefit Plans or by any employee of any Seller alleging a breach or breaches of such plans, or fiduciary duties thereunder, violations of other applicable federal or state law with respect to the Benefit Plans or arising out of events relating to the employment of the employees of such Seller, which could result in a monetary liability, or any material non-monetary liability, on the part of such Seller under ERISA or any other law, nor, to the Knowledge of Sellers or Sellers' Members, is there any basis for such a claim.

No Seller is a party to any collective bargaining agreement and there are no union organizational activities or efforts to effect a representation election pending or, to the Knowledge of Sellers, threatened.

Each Seller has complied in all material respects with all applicable laws relating to the employment of labor, including the provisions thereof relating to benefits required to be provided under Part VI of Subtitle B of Title I of ERISA or Section 4980B(f) of the Code 

(e)

Except as set forth on Schedule 5.14(e), since January 1, 2015, no present or former employee of any Seller has made any claim against any Seller (whether under federal or state law, any employment agreement, or otherwise) on account of or for (i) overtime pay, other than overtime pay for the current payroll period, (ii) wages or salary for any period other than the current payroll period, (iii) vacation, time off, or pay in lieu of vacation or time off, other than that earned in respect of the current fiscal year, or (iv) any violation of any statute, ordinance, or regulation relating to minimum wages or maximum hours of work.

(f)

There is not now pending or threatened any charge or complaint against any Seller by the National Labor Relations Board or any representative thereof.

(g)

Except as set forth on Schedule 5.14(g), no Seller has had any worker's compensation claims asserted against it during the three (3) years preceding the date hereof.

(h)

Except as otherwise disclosed on Schedule 5.14(h):

(i)

the Benefit Plans which are "employee pension benefit plans" within the meaning of Section 3(2) of ERISA and which are intended to meet the qualification requirements of Section 401(a) of the Code (each a "Pension Plan") now meet, and at all times since their inception have met, the requirements for such qualification, and the related trusts are now, and at all times since their inception have been, exempt from taxation under Section 501(a) of the Code.

(i)

All Pension Plans have received determination letters from the IRS, or have duly adopted a prototype or volume submitter plan which has received an opinion letter from the IRS, to the effect that such Pension Plans are qualified and the related trusts are exempt from federal income taxes, and no determination letter with respect to any Pension Plan has been revoked nor, to the Knowledge of Sellers or Sellers' Members, is there any reason for such revocation, nor has any Pension Plan been amended since the date of its most recent determination letter in any respect which would adversely affect its qualification.

(ii)

No Benefit Plan is now or at any time have been subject to Part 3, Subtitle B of Title I of ERISA or Title IV of ERISA. All contributions to, and payments from, any Benefit Plan which may have been required in accordance with the terms of such Benefit Plan or any related document have been timely made. All such contributions to, and payments from, any Benefit Plan, except those to be made from a trust, qualified under Section 401(a) of the Code, for any period ending before the Closing Date that are not yet, but will be, required, shall be paid by Sellers when due, under such Benefit Plan and applicable law.

(iii)

No Seller, nor to the Knowledge of Sellers any fiduciary, trustee or administrator of any Benefit Plan, has engaged in or, in connection with the transactions contemplated by this Agreement, will engage in any transaction with respect to any Benefit Plan which would subject any such Benefit Plan, Seller, Seller's Members, or Buyer to a tax, penalty or liability for a "prohibited transaction" under Section 406 of ERISA or Section 4975 of the Code. None of the assets of any Benefit Plan is invested in any property constituting "employer real property" or an "employer security", within the meaning of Section 407 of ERISA.

(iv)

All insurance premiums with respect to any insurance policy related to a Benefit Plan for any period up to and including the Closing Date have been paid if and when due on or before the Closing Date.

(v)

With respect to each Benefit Plan that is a "group health plan" within the meaning of Section 607 of ERISA and that is subject to Section 4980B of the Code, each Seller complies in all respects with the continuation coverage requirements of the Code and ERISA.

(vi)

No Benefit Plan provides benefits, including, without limitation, death or medical benefits, beyond termination of service or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code. No Seller has made a written or oral representation to any current or former employee promising or guaranteeing any employer paid continuation of medical, dental, life or disability coverage for any period of time beyond retirement or termination of employment.

(vii)

No Seller's execution of, and performance of the transactions contemplated by this Agreement, will constitute an event under any Benefit Plan that will result in any payment (whether as severance pay or otherwise), acceleration, vesting or increase in benefits with respect to any employee. No Benefit Plan provides for "parachute payments" within the meaning of Section 280G of the Code.

Schedule 5.16 contains a true, complete and correct list of all policies of liability, errors and omissions, environmental, crime, fidelity, life, fire, workers' compensation, health, manager, member and officer liability, and all other forms of insurance currently in effect and owned or held by any Seller, and identifies for each such policy the underwriter, policy number, coverage type, premium, expiration date, and whether such policy is on an occurrence or claims-made basis. All such insurance policies are outstanding and in full force and effect and all premiums required to be paid with respect to such policies have been paid through the Closing. Such policies insure each Seller against liability (including products liability, errors and omissions and/or breach of warranty claims) and against risks of fire, theft, casualty and vandalism, in each case with respect to the Purchased Assets. To the Knowledge of Sellers, all insurance policies set forth on Schedule 5.16 cover risks and liabilities to an extent and in a manner customary in the engineering industry and such other industries in which the Business operates.

With respect to each insurance policy required to be listed on Schedule 5.16:

(i)

No Seller has received any notice from any issuers of such policies that any such policies have been terminated, cancelled, or are void, and no Seller has submitted any claim for coverage under any such policy that has been denied on the basis that such Seller did not have a valid and binding insurance policy;

(ii)

No Seller or any other party to any such policy is in breach or default (including with respect to the payment of premiums or the giving of notices) and no event has occurred that would constitute such a breach or default, or permit termination, modification, or acceleration, under the policy;

(iii)

To the Knowledge of Sellers, except as set forth on Schedule 5.16 Sellers shall not be subject to a loss sharing arrangement outside the ordinary course of business or a retroactive rate adjustment with respect to an insurance policy of a Seller; and

 

(iv)

 

No party to the policy has repudiated any provision thereof.

(b)

Set forth on Schedule 5.17(b) is a complete list of each Seller's "backlog" of work as of the Effective Date (i.e., work that has not yet commenced as of the Effective Date but for which such Seller has been retained to perform work) ("Backlog"), including the name of the respective customer, a brief description of the work to be performed, and the then anticipated value of the work to be performed. No Seller has been advised in writing or orally that any customer intends to cancel or change the material terms of any of the Backlog.

(c)

Set forth on Schedule 5.17(c) is a complete list of all of each Seller's existing contracts with customers of such Seller which are open with respect to fulfillment of their terms by such Seller as of the Closing Date (the "Work in Progress"), including the name of the respective customer, the start date of the contract, the total value of the project from inception through its anticipated completion, the total amount billed to date, the total amount earned but unbilled to date, the work which remains to be performed, and the anticipated completion date, if any, or, if a contract has no fixed completion date, the total amount billed to date and the monthly future revenues with respect to such contract. No Seller has been advised in writing or orally that any customer intends to cancel or change the material terms of any of the Work in Progress.

(d)

Except as set forth on Schedule 5.17(d), the Seller has no material "loss contract" or other agreement (a "Loss Contract") where the expected cost to complete the contract exceeds either (i) the fees and payments received and to be received pursuant to such contract or (ii) the Seller's budgeted expense with respect thereto, and to the Knowledge of Sellers, no agreement will become a Loss Contract.

(e)

Except as set forth on Schedule 5.17(e), neither Seller receives any portion of its revenues from customers pursuant to or as a result of (i) any program or policy, whether sponsored by any private entity or any governmental authority, designed to award contracts to businesses based on the race, ethnicity, or gender of its owners and/or operators, including business set aside programs or affirmative action programs, or (ii) any familial relationship by or among any of Sellers' Members, any Seller's officers, managers, members, agents, employees, or Contractors and any officers, directors, agents, or employees of any of any Seller's customers. All of each Seller's revenues arise from transactions with parties who are not affiliates of such Seller and resulted from agreements to provide services which were negotiated at arm's-length.

(b)

a bill of sale in form and substance reasonably satisfactory to Buyer pursuant to which Sellers transfer and convey to Buyer all of Sellers' right, title and interest in and to the tangible Purchased Assets;

(c)

an assignment and assumption agreement in form and substance reasonably satisfactory to Buyer pursuant to which Sellers transfers and assigns to Buyer all of Sellers' right, title and interest in and to the intangible Purchased Assets and Buyer assumes from Sellers the Assumed Liabilities;

(d)

executed consents to assignment from each of the parties to each of the Material Contracts other than Sellers to the extent a consent to the assignment of such Material Contracts by any Seller to Buyer is required by the terms of such Material Contract or is otherwise required by law;

(e)

a good standing certificate with respect to each Seller issued by the Secretary of the State of New York within ten (10) days prior to the Closing Date;

(f)

good standing certificates with respect to each Seller issued by the Secretary of State of each state set forth on Schedule 5.3 within ten (10) days prior to the Closing Date;

(g)

if any of the Purchased Assets are encumbered by any Lien, a release of all such Liens in form and substance acceptable to Buyer;

(h)

the Employment Agreement;

(i)

original copies of such consents, approvals, licenses, permits, authorizations, qualifications and orders of governmental authorities as are necessary for the consummation of the transactions contemplated by this Agreement;

(j)

original copy of an amendment of each Seller's Articles of Organization which, upon filing in the office of the Secretary of State of the State of New York, will effectively change each Seller's corporate name;

(k)

a certificate from each Seller, in a form reasonably acceptable to Buyer, that each Seller is not a foreign person within the meaning of Section 1445 of the Code;

(l)

a Lock-Up Agreement duly executed by Chris in the form as set forth in Exhibit "D" attached hereto (the "Lock-Up Agreement"); and

(m)

such other documents as are reasonably requested by Buyer in connection with the consummation of the transactions contemplated hereto.

(a)

the portion of the Purchase Price to be paid at Closing as provided in Section 3.1(a);

(b)

a certified copy of resolutions of the board of directors of Buyer authorizing the making, execution and delivery of this Agreement and each of the agreements and instruments executed in connection herewith or delivered pursuant hereto and the consummation of the transactions contemplated hereby;

(c)

fully executed counterparts to any of the instruments to be delivered by Sellers pursuant to Section 8.3 that require execution by Buyer; and

(d)

such other documents as are reasonably requested by Sellers in connection with the consummation of the transactions contemplated hereby.

(a)

Within ten (10) Business Days following the Closing Date, Sellers shall deliver the Final Interim Statements to Buyer;

(b)

Immediately following the Interim Employment Period, Sellers shall use reasonable efforts to cause delivery of the Non-Disclosure/Non-Solicitation/Non-Competition Agreement executed by each former employee of Sellers accepting post-Closing employment with Buyer in the form as set forth in Exhibit "B" attached hereto (the "Non-Disclosure"); and

(c)

Immediately following the Interim Employment Period, Buyer shall execute a counterpart signature to each Non-Disclosure.

Non-Third Party Claims. In the event that the Indemnitee shall have a Claim for indemnification hereunder that does not involve a Claim being asserted against it or sought to be collected by a third party, the Indemnitee shall promptly send a Claim Notice with respect to such Claim to the Indemnitor. If the Indemnitor does not notify the Indemnitee within the Notice Period that it disputes such Claim, the Indemnitor shall pay the amount thereof to the Indemnitee.

Cooperation of Parties. If either party chooses to defend or participate in the defense of any liability, it shall have the right to receive from the other party, subject to any restriction of applicable law or that may be necessary to preserve the privilege of attorney-client communications, any books, records or other documents within such other party's control that are necessary or appropriate for such defense.

(b)

All covenants and agreements set forth herein requiring performance following the Closing shall survive the Closing in accordance with their respective terms until fully performed.

(c)

An Indemnitor shall not be liable to any Indemnitee for indemnification with respect to any claim capable of being made pursuant to Section 9.1(a) or 9.2(a) until the aggregate amount of all Losses in respect of indemnification pursuant to Section 9.1(a) or 9.2(a), as the case may be, exceeds $35,000 (the "Deductible"), in which event the Indemnitor shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim capable of being made pursuant to Section 9.1(a) or 9.2(a), the Indemnitor shall not be liable for any individual or series or related Losses which do not exceed $2,500 (which Losses shall not be counted towards the Deductible). The provisions of this Section 9.4(c) shall not apply to claims of breach of the Fundamental Representations.

(d)

The aggregate amount of all Losses for which an Indemnitor shall be liable in the aggregate with respect to all claims capable of being made pursuant to Section 9.1(a) Section 9.2(a), as the case may be (other than claims arising from breach of the Fundamental Representations or fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement), shall not exceed $1,125,000.00.

(e)

Payments by an Indemnitor pursuant to Section 9.1 or Section 9.2 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds received by the Indemnitee (net of any applicable deductible or retention and adjustment for reasonably anticipated premium increase resulting therefrom). The Indemnitor shall use its commercially reasonable efforts to recover under insurance policies for any Losses prior to seeking indemnification under this Agreement (but in no event shall an Indemnitee be required to commence or pursue any legal action to pursue coverage or otherwise collect on any such policy).

(f)

Except for with respect to Losses payable to an unrelated third party, in no event shall any Indemnitor be liable to any Indemnitee for any punitive, incidental, consequential, special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple.

(g)

Each Indemnitee shall take, and cause its Affiliates to take, commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that has given rise thereto.

(a)

Amounts paid in respect of indemnification obligations of the parties pursuant to this Section 9 shall be treated as an adjustment to the Purchase Price paid by Buyer.

(b)

For purposes of determining the amount of any Losses for which Sellers or Sellers' Members may be required to provide indemnification under this Section 9 (but not in the determination of whether there has been a breach of a representation or warranty), all representations and warranties shall be read without regard to any qualifications relating to materiality and Material Adverse Effect.

(c)

A party may not recover for a Loss or other amount more than once under this Agreement, provided however, that subject to the limitations in the immediately preceding clause, nothing herein shall require a party to make a claim for Losses or other amounts under only one provision of this Agreement.

EXCLUSIVE JURISDICTION. Except for a legal action (at law or equity) for a breach or threatened breach of Section 7.2 or Section 7.3 of this Agreement, which may be brought and maintained in any court of competent jurisdiction, any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement shall bring the legal action or proceeding in the United States District Court for the Southern District of New York or in any court of the State of New York having jurisdiction in New York County. Each party to this Agreement submits to the exclusive jurisdiction of such courts and their respective appellate courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. Each party further waives any objection to the laying of venue for such suit, action, or proceeding in such courts, and any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

NOTICES. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered in person or sent by overnight delivery, confirmed telecopy, prepaid first class registered or certified mail, or e-mail return receipt requested, to the following addresses or telecopy numbers, or such other addresses or telecopy numbers as are given to the other parties to this Agreement in the manner set forth herein:

COMPENSATION. For all services to be rendered by Employee hereunder, Employer shall pay to Employee base salary at the rate of One Hundred Twenty Thousand Dollars ($120,000) per year (the "Base Salary") to be paid in accordance with the general payroll practices of Employer from time to time in effect.

BENEFITS.

Vacations. Employee shall receive twelve (12) weeks of paid vacation in each twelve (12) month period beginning on the Commencement Date. Vacation pay shall be non-cumulative and to the extent not taken shall not be compensated.

Holidays. Employee shall be entitled to those holidays allowed for by Employer's policy.

Illness. If Employee is prevented from performing Employee's duties by reason of illness or incapacity for an aggregate of thirty (30) days in any year of this Agreement, Employer shall not be obligated to pay Employee compensation for any period of absence in excess of the aggregate of thirty (30) days in any year. Sick pay shall be non-cumulative and, to the extent not used, shall not be compensated.

Disability. In the event of any Disability (as defined below) of Employee, then Employer, in addition to the remedy provided for in subsection (c) hereof, may on fifteen (15) days prior written notice, terminate Employee's employment. As used in this Agreement, the term "Disability" means the inability of Employee, due to a physical or mental disability for a period of either (i) three (3) consecutive calendar months, or (ii) one hundred eighty (180) days (whether or not consecutive) during any three hundred sixty (360) day period, to substantially perform the services contemplated under Section 3 of this Agreement, with or without reasonable accommodation. If Employee is absent from Employee's job during such period and fails to perform any material services during such period, Employee's disability shall be conclusive. If Employee is not absent from Employee's job during such period or otherwise performs services hereunder during such period, a determination of disability shall be made by a physician satisfactory to both Employee and Employer, provided that, if Employee and Employer cannot agree on a physician, Employee and Employer shall each select a physician and these two shall select a third physician whose determination as to disability shall be binding upon all parties.

Other Benefits. Employee shall be eligible to receive or participate in such other fringe benefits and benefit plans as are provided or made available from time to time to other similarly situated employees of Employer.

(i)

pleading guilty or no contest to or conviction of felony or crime of moral turpitude; or

(ii)

dishonesty detrimental to the best interests of Employer; or

(iii)

breach of a fiduciary duty to Employer for the personal profit or gain of Employee; or

(iv)

a failure to exercise prudent business judgment, or a mistake arising from the neglect or inattentiveness of Employee, which, in the reasonable judgment of Employee's reporting supervisor, has a material adverse effect on Employer or the Business; or

(v)

continuing inattention to or neglect of the duties to be performed by Employee, which such inattention is not the result of illness and which such inattention or neglect continues after written notification of such inattention or neglect is given to Employee; or

(vi)

the failure of the business to achieve seventy percent (70%) of the First NOI Hurdle, the second NOI Hurdle or the Third NOI Hurdle in the applicable Earn out Period;

(vii)

a material violation of Employer's policies and procedures applicable to its employees; or

(viii)

a material breach of this Agreement.

(b)

Employee agrees that should Employer or its affiliated entities elect to file an application for patent protection, either in the United States or in any foreign country, on an Employer Invention for which Employee was an inventor, Employee will execute all necessary truthful papers, including formal assignments to Employer or its affiliated entities relating to such patent applications. Employee further agrees to reasonably cooperate with any attorneys or other persons designated by Employer by explaining the nature of any Employer Invention for which Employer or its affiliated entities elects to file an application for patent protection, reviewing applications and other papers, and providing any other cooperation reasonably required for orderly prosecution of such patent applications. Employer shall be responsible for all expenses incurred for the preparation and prosecution of all patent applications on Employer Inventions filed by Employer or its affiliated entities.

(c)

Employee claims no ownership rights in any Works or Other Intellectual Property.

(a)

For a period of the greater of (i) two (2) years following the termination of Employee's employment with Employer (whether under the terms of this Agreement or otherwise) and (ii) the Severance Period, Employee shall not, directly or indirectly, (i) engage in or assist others in engaging in any business that competes with Employer (the "Restricted Business") in the United States of America, Canada, or Europe (the "Territory"); (ii) have an interest in any entity that engages, directly or indirectly, in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of Employer (including any existing or former client or customer of the Sellers and any person or entity that becomes a client or customer of Employer after the Commencement Date), or any other person or entity who has a material business relationship with Employer, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Employee may own, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange if Employee is not in control of, or a member of a group which controls, such entity and does not, directly or indirectly, own 3% or more of any class of securities of such entity.

(b)

For a period of two (2) years following the termination of Employee's employment with Employer (whether under the terms of this Agreement or otherwise), Employee shall not, directly or indirectly, hire or solicit any employee of Employer, independent

A.

In the course of performing his/her job duties for the Company; the Company will provide Employee with certain confidential information, trade secrets, specialized training, and access to computer information, which are the exclusive proprietary information and property of the Company. The Company desires to protect such information from disclosure and prevent unfair competition by the Employee during employment and for a one-year period thereafter.

B.

The Employee desires to be employed by the Company under the non-disclosure, non-solicitation, and non-competition restrictions contained in this Agreement, and acknowledges that, as a consequence of employment in a specialized position with the Company, he/she will be provided, or will be in a position to access, utilize, create, obtain, and/or receive confidential and proprietary information, trade secrets, training, and computer information which is the exclusive proprietary information and property of the Company.

C.

In consideration of Employee's being given access to confidential and proprietary information, trade secrets, specialized training, benefits, access to various computer processes, designs, and programs, and/or for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree that the following provisions will govern during the Employee's employment with the Company and for one year thereafter:

b.

Induce, or attempt to induce any person or entity, whether an employee of the Company or an independent contractor or a third party consultant or any other person or entity providing services to, for or on behalf of the Company, to leave the employ of or cease doing business with or cease providing services to or cease being otherwise affiliated with the Company.

c.

Induce, or attempt to induce, any customer, supplier, vendor or any other person to cease doing business with the Company.

d.

Induce, or attempt to induce any individual to violate the provisions or prohibitions contained in the Agreement.

10.

Length of Employment/At Will Employment.

11.

Assignment.

12.

No Violation of Existing Agreements/Restrictions

13.

Understanding of Agreement

Restrictions on Transfer. Chris agrees that as of the Closing Date and for a period of thirty-six (36) months ("Lock-Up Period") following the Closing Date, he will not sell, assign, transfer, hypothecate, pledge, or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement of otherwise, directly or indirectly (each, a "Transfer") of any Shares. After the Lock-Up Period, Chris may, thereafter, only Transfer the Shares in accordance with Rule 144 promulgated under the Securities Act of 1933, as amended and other applicable law. Any Transfer or attempted Transfer prior to the end of the Lock-Up Period in violation of this Agreement or applicable law and, thereafter, in violation of applicable law shall be null and void.

Company and Transfer Agent. The Company is hereby authorized to disclose the existence of this Agreement to, among other things, advise its transfer agent of the restrictions on Transfer of the Shares contained herein and to enable the transfer agent to place a legend containing or referring to such restrictions on the certificate(s) evidencing the Shares ("Lock-Up Legend). At any time during the Lock-Up Period, Company may issue stop-transfer instructions to its transfer agent for the then remaining period of the Lock-Up Period. Additionally, and in any event, the Company and its transfer agent are hereby authorized by Chris to decline to make

Expiration of Lock-Up Period; etc. Following the expiration of the Lock-Up Period, the Company agrees to use commercially reasonable efforts to cause the Transfer Agent to remove the Lock-Up Legend. In connection with the foregoing, Chris shall cooperate fully and provide such information, documents and other items as the Company or its counsel may reasonably request.

Amendment/Waiver. This Agreement may not be modified, amended, altered or supplemented, except by a written agreement executed by each of the parties hereto. Any waiver by the Company of any of the terms and conditions of this Agreement in any instance must be in writing and must be duly executed by the Company and Chris and shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof.

Entire Agreement. This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior and/or contemporaneous understandings and agreements of any kind and nature (whether written or oral) among the parties with respect to such subject matter, all of which are merged herein.

Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered in person or sent by overnight delivery, confirmed telecopy, prepaid first class registered or certified mail, or e-mail return receipt requested, to the following addresses or telecopy numbers, or such other addresses or telecopy numbers as are given to the other parties to this Agreement in the manner set forth herein:

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in that state, without regard to any of its principles of conflicts of laws or other laws which would result in the application of the laws of another jurisdiction. This Agreement shall be construed and interpreted without regard to any presumption against the party causing this Agreement to be drafted.

Severability. The parties agree that if any provision of this Agreement be held to be invalid, illegal or unenforceable in any jurisdiction, that holding shall be effective only to the extent of such invalidity, illegally or unenforceability without invalidating or rendering illegal or unenforceable the remaining provisions hereof, and any such invalidity, illegally or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. It is the intent of the parties that this Agreement be fully enforced to the fullest extent permitted by applicable law.

Binding Effect; Assignment. This Agreement and the rights and obligations hereunder may not be assigned by any party hereto without the prior written consent of the other parties hereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Headings. The section headings contained in this Agreement (including, without limitation, section headings and headings in the exhibits and schedules) are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this Agreement. Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. References to the singular shall include the plural and vice versa.

Counterparts. This Agreement may be executed in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same document. This Agreement shall become effective when one or more counterparts, taken together, shall have been executed and delivered by all of the parties.

Specific Performance; Injunctive Relief. The parties hereto acknowledge that the Company will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the Shareholder set forth herein. Therefore, it is agreed that, in addition to any other remedies which may be available to the Company upon such violation, the Company shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to it at law or in equity.