UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

Current ReportPursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2017

VOLT INFORMATION SCIENCES, INC.(Exact name of registrant as specified in its charter)

New York 001-9232 13-5658129

(State or other jurisdiction (Commission (IRS Employerof incorporation) File Number) Identification No.)

1133 Avenue of the Americas, New York, New York 10036(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 704-2400

Not Applicable(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant underany of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On March 6, 2017, Volt Information Sciences, Inc. (“Volt”), Volt Delta Resource Holdings, Inc. (the “Seller”), a wholly ownedsubsidiary of Volt, Maintech Holdings, LLC (“Buyer”) and MTECH Holdings, LLC entered into a Stock Purchase Agreement (the “SaleAgreement”) pursuant to which, among other things, Buyer acquired all of the issued and outstanding capital stock of Maintech,Incorporated (“Maintech”) from the Seller on a cash-free, debt-free basis (the “Acquisition”). Buyer is a newly-formed holding companyand affiliate of Oak Lane Partners, LLC, whose management team has significant experience in the technology infrastructure supportindustry.

Under the terms of the Sale Agreement, the purchase price for the Acquisition was $18.3 million, subject to a $100,000 holdback (the“Holdback”), deductions for outstanding debt and certain expenses and a customary closing working capital adjustment, which resulted in anet amount of $13.9 million paid to Seller at closing. Such amount is subject to potential adjustment following closing pursuant to (i) acustomary post-closing working capital adjustment and (ii) the release to Volt of the Holdback in the event that certain conditions aresatisfied. In the Sale Agreement, the Seller and Buyer made certain customary representations and warranties and agreed to certaincustomary covenants. In addition, pursuant to the terms of the Sale Agreement, the Seller agreed to certain non-competition and relatedcovenants, in each case, as further described in the Sale Agreement. The Sale Agreement also includes mutual indemnification obligationsbetween Buyer and Seller, including with respect to breaches of representations, warranties, covenants and agreements made by suchparties in the Sale Agreement. As a result of the Acquisition, Maintech became a wholly-owned subsidiary of Buyer.

In addition, in connection with the Acquisition, certain ancillary agreements were entered into, including, among others, a TransitionServices and Asset Transfer Agreement, dated March 6, 2017 (the “Transition Services Agreement”), by and between Volt and Maintechpursuant to which Volt agreed to provide certain transition services to Maintech in order to facilitate the transition of Maintech to Buyerpursuant to the Sale Agreement. Under the Transition Services Agreement, Volt has agreed to provide certain accounting, benefits, payroll,and other transition-related services to Maintech for up to six (6) months following the closing of the Acquisition. During such period,Maintech will arrange to transition the services it receives pursuant to the Transition Services Agreement to its own personnel and/or otherservice providers. In consideration of the services contemplated to be delivered by Volt pursuant to the Transition Services Agreement,Maintech will pay Volt agreed upon, customary amounts on a monthly basis. In addition, the Transition Services Agreement provides forthe transfer of specified assets and liabilities relating to the business of Maintech from affiliates of Volt to the Buyer or its designee(s)following the closing of the Acquisition.

The foregoing summary of the Sale Agreement, the Transition Services Agreement and the transactions contemplated thereby do notpurport to be complete and are subject to, and qualified in their entirety by, the full text of the Sale Agreement and the Transition ServicesAgreement attached hereto as Exhibit 2.1 and Exhibit 10.1, respectively, which Exhibits are incorporated herein by reference.

The Sale Agreement and the Transition Services Agreement have been provided solely to inform Volt’s shareholders and investors oftheir terms. They are not intended to provide any other factual information about Volt, the Seller or Maintech. The representations,warranties and covenants contained in the Sale Agreement and the Transition Services Agreement were made only for purposes of suchagreements and as of specific dates, were made solely for the benefit of the parties to the Sale Agreement and the Transition ServicesAgreement and may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statementsprove to be inaccurate. In addition, such representations, warranties and covenants may have been qualified by certain disclosures notreflected in the text of the Sale Agreement or the Transition Services Agreement, and may apply standards of materiality in a way that isdifferent from what may be viewed as material by shareholders of, or other investors in, Volt. Such shareholders and investors are not third-party beneficiaries of the Sale Agreement or the Transition Services Agreement and should not rely on the representations, warranties andcovenants or any descriptions thereof as characterizations of the actual state of facts or condition of Volt, the Seller or Maintech or any oftheir respective subsidiaries or affiliates.

Item 8.01. Other Events.

On March 7, 2017, Volt issued a press release with respect to the Acquisition. A copy of such press release is attached hereto asExhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit

No. Description

2.1*

Stock Purchase Agreement, dated as of March 6, 2017, entered into by and among Volt Delta Resource Holdings, Inc., MaintechHoldings, LLC, MTECH Holdings, LLC and Volt Information Sciences, Inc.

10.1*

Transition Services Agreement, dated as of March 6, 2017, entered into by and between Volt Information Sciences, Inc. andMaintech, Incorporated.

99.1 Press release issued by Volt on March 7, 2017. * The schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted

schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned hereunto duly authorized.

Volt Information Sciences, Inc.

Date: March 7, 2017 By: /s/ Nancy Avedissian

Nancy AvedissianSenior Vice President, General Counsel & CorporateSecretary

Exhibit 2.1

Execution Version

STOCK PURCHASE AGREEMENT

dated as of

March 6, 2017

by and among

VOLT DELTA RESOURCE HOLDINGS, INC.,

MAINTECH HOLDINGS, LLC,

MTECH HOLDINGS, LLC (solely for the purpose of Sections 12.2 and 13.21)

AND

VOLT INFORMATION SCIENCES, INC. (solely for the purpose of Sections 6.3, 6.5 and 13.22)

TABLE OF CONTENTS Page

ARTICLE I DEFINITIONS 1

1.1 Definitions 1

ARTICLE II PURCHASE AND SALE/CLOSING 12

2.1 Purchase and Sale 122.2 Purchase Price 122.3 The Closing 132.4 Purchase Price Adjustment 13

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 15

3.1 Organization and Related Matters; Shares 163.2 Financial Statements; Changes 173.3 Tax Matters 203.4 Material Contracts 213.5 Real Property 223.6 Personal Property 233.7 Authorization; No Conflicts 233.8 Actions 243.9 Compliance with Law 243.10 Employees and Employee Benefit Matters 243.11 No Brokers or Finders 273.12 Permits 273.13 Intellectual Property 283.14 Environmental 293.15 Insurance 303.16 Intercompany Obligations and Contracts 303.17 Books and Records 303.18 Accounts Receivable 303.19 Customers and Suppliers 303.20 Inventory 313.21 Business Continuity 31

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 31

4.1 Organization and Related Matters 314.2 Authorization; No Conflicts 314.3 Actions 324.4 Compliance with Law 324.5 No Brokers or Finders 324.6 Investment Representation 33

-i-

ARTICLE V [Reserved] 33

ARTICLE VI CONTINUING COVENANTS 33

6.1 Cooperation; Books and Records 336.2 Acknowledgment of Limitation of Warranties 346.3 Insurance Matters 356.4 Directors’ and Officers’ Indemnification. 376.5 Non-Competition 376.6 Settlement of Intercompany Obligations 386.7 Certain Services Agreements 396.8 [Reserved] 396.9 Confidentiality 396.10 WARN Act 396.11 Successors and Assigns 406.12 Public Announcements 40

ARTICLE VII [Reserved] 40

ARTICLE VIII TAX MATTERS 40

8.1 Tax Returns 408.2 Liability for Taxes 428.3 Refunds 438.4 Contests 448.5 Information and Cooperation 458.6 Transfer Taxes 458.7 Tax Sharing Agreements, Etc. 458.8 Tax Covenants 458.9 Adjustment to Price 468.10 Tax Survival Period and Limitations on Indemnification 46

ARTICLE IX [Reserved] 47

ARTICLE X CLOSING DELIVERIES 47

10.1 Deliveries by Seller to Buyer at Closing 4710.2 Deliveries by Buyer at Closing 48

-ii-

ARTICLE XI [Reserved] 48

ARTICLE XII INDEMNIFICATION 48

12.1 Indemnification by the Seller 4812.2 Indemnification by the Buyer 5012.3 Time for Claims; Notice of Direct Claims 5212.4 Loss Calculation 5212.5 Third Party Claims 5412.6 Certain Other Indemnity Matters 5512.7 Tax Treatment of Indemnification Payments 5512.8 Payments 56

ARTICLE XIII GENERAL 56

13.1 Usage 5613.2 Amendments; Waivers 5613.3 Disclosure Schedules; Exhibits 5613.4 Further Assurances 5713.5 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 5713.6 Headings 5713.7 Counterparts 5713.8 Parties in Interest 5813.9 Waiver 5813.10 Severability 5813.11 Acknowledgement and Waiver 5813.12 Knowledge Convention 5913.13 Notices 5913.14 Publicity and Reports 6013.15 Integration 6013.16 Transaction Expenses 6013.17 No Assignment 6113.18 Remedies; Specific Performance 6113.19 Representation By Counsel; Interpretation 6113.20 Privilege 6113.21 Cranford Lease 6113.22 Guaranty 6213.23 Certain Other Matters 62

-iii-

Schedules

Schedule 1.1 Permitted LiensSchedule 3.1(b) CapitalizationSchedule 3.1(c) SubsidiariesSchedule 3.2(b) Certain ChangesSchedule 3.3 Tax MattersSchedule 3.4(a) Material ContractsSchedule 3.5 Leased Real PropertySchedule 3.7 Conflicts and ConsentsSchedule 3.8 ActionsSchedule 3.10(a) EmployeesSchedule 3.10(b)(i) Employee Plans and Non-US PlansSchedule 3.13 Intellectual PropertySchedule 3.17(a) CustomersSchedule 3.17(b) SuppliersSchedule 3.18 InsuranceSchedule 3.19 Intercompany ObligationsSchedule 6.4 Covered PersonsSchedule 13.12 Seller Knowledge Parties

Exhibits

Exhibit A Sample Calculation of Net Working CapitalExhibit B Form of IT Master Services AgreementExhibit C Form of Transition Services Agreement

-iv-

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement is entered into as of March 6, 2017 by and among Volt Delta Resource Holdings, Inc., a Nevadacorporation (“Seller”), Maintech Holdings, LLC, a Delaware limited liability company (“Buyer”; and, together with Seller, the “Parties”),(solely for purposes of Sections 12.2 and 13.21) MTECH Holdings, LLC, a Delaware limited liability company, and (solely for purposes ofSections 6.3, 6.5 and 13.22) Volt Information Sciences, Inc., a New York corporation (“Volt”).

R E C I T A L S

WHEREAS, Seller owns all of the issued and outstanding capital stock of Maintech, Incorporated, a Delaware corporation (the“Company”); and

WHEREAS, Seller desires to sell, and Buyer desires to purchase, all of the issued and outstanding capital stock of the Company forthe consideration and on the terms and conditions described herein.

A G R E E M E N T

In consideration of the mutual promises contained herein and intending to be legally bound, the Parties agree as follows:

ARTICLE IDEFINITIONS

1.1 Definitions. For all purposes of this Agreement, and except as otherwise expressly provided, the following definitions shallapply:

“Accounting Firm” has the meaning set forth in Section 2.4(d).

“Accounting Principles” means GAAP as in effect from time to time (subject to note and/or footnote disclosures) consistentlyapplied in all material respects and applied in accordance with the same accounting methods, practices, principles, policies and procedures(with consistent classifications, judgments, valuation, estimation and accrual methodologies) that were used in the preparation of theCompany Financial Statements.

“Action” means any action, claim, complaint, petition, investigation, suit or other proceeding by or before any Governmental Entity.

“Adjustment Time” means 11:59 P.M. New York City Time on the Closing Date.

“Affiliate” means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries,controls, or is controlled by, or is under common control with, the specified Person. For the purposes of this definition, “control” meansthe power to direct or cause the direction of the management or policies of such Person, whether through the ownership of votingsecurities, by contract or otherwise.

-1-

“Agreement” means this Agreement, as amended or supplemented, together with all Exhibits and Disclosure Schedules attachedhereto or expressly incorporated herein by reference.

“Ancillary Agreements” means the Services Agreements and each other Contract and instrument delivered in connection herewith orcontemplated hereby.

“Approval” means any approval, authorization, consent, qualification or registration, or any extension, modification, amendment orwaiver of any of the foregoing, required to be obtained from, or any notice, statement or other communication required to be filed with ordelivered to, any Governmental Entity.

“Basket” means an aggregate amount equal to $237,000.

“Business” means the business of the Company, its Subsidiaries and certain Affiliates thereof, as and where conducted immediatelyprior to the execution hereof, of providing (i) certain information technology support services (and more particularly, management servicesfor the daily operation of data centers and hardware break and fix support), (ii) outsourced administration, monitoring, and reporting withrespect to customers’ information technology infrastructures and (iii) outsourced solutions for desktop maintenance.

“Business Day” means a day (excluding Saturday and Sunday) on which banks generally are open for the transaction of business inNew York, New York.

“Buyer” has the meaning set forth in the Preamble hereto.

“Buyer Cap” has the meaning set forth in Section 12.2(b)(ii).

“Closing” has the meaning set forth in Section 2.3(a).

“Closing Date” has the meaning set forth in Section 2.3(b).

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Company” has the meaning set forth in the Recitals hereto.

“Company Financial Statements” means (i) the unaudited, consolidated balance sheets of the Business as of October 31, 2014,October 31, 2015 and October 31, 2016 and the related unaudited statements of income and cash flows for the fiscal years 2014, 2015 and2016 and (ii) the Company Interim Financial Statement.

“Company Intellectual Property” means all Intellectual Property that is owned by the Company and its Subsidiaries.

“Company IP Agreements” means all material licenses, sublicenses, consent to use agreements, settlements, coexistenceagreements, covenants not to sue, permissions and other Contracts (including any right to receive or obligation to pay royalties or any otherconsideration), relating to Intellectual Property to which the Company or any of its Subsidiaries is a party, beneficiary or otherwise bound.

-2-

“Company IP Registrations” means all Company Intellectual Property that is subject to any issuance registration, application orother filing by, to or with any Governmental Entity or government-authorized private registrar in any jurisdiction, including registeredtrademarks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.

“Company Interim Financial Statement” means the unaudited, consolidated balance sheet of the Business as of November 30,2016 and the related unaudited statement of income and retained earnings, stockholders’ equity and cash flows for the period then ended.

“Confidential Information” has the meaning set forth in Section 6.9.

“Contract” means any binding written agreement, arrangement, purchase and sale order, commitment, license, indemnity, indentureor lease.

“Controlled Affiliate” has the meaning set forth in Section 6.5(a).

“Covered Person” has the meaning set forth in Section 6.4

“Cranford Lease” has the meaning set forth in Section 10.1(f).

“Deemed Shareholder” has the meaning set forth in Section 8.11(a).

“Delivery Date” has the meaning set forth in Section 8.11(a).

“Disclosing Party” has the meaning set forth in Section 6.9.

“Disclosure Schedules” means the Disclosure Schedules dated the date hereof and delivered contemporaneously herewith relating tothis Agreement, as they may be supplemented from time to time in accordance with the terms of this Agreement.

“Dispute Notice” has the meaning set forth in Section 2.4(c).

“Disputed Amounts” has the meaning set forth in Section 2.4(c).

“Employee” means each employee, officer or consultant of the Company or any of its Subsidiaries.

“Employee Plans” means all “employee benefit plans” (as such term is defined in Section 3(3) of ERISA), and all fringe benefit,supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, health, welfare,medical, dental, disability, life insurance, deferred compensation, stock option, stock purchase, stock appreciation, stock based, severanceand similar plans, programs, arrangements or practices (other than (i) a Multiemployer Plan and (ii) any Non-U.S. Plan) that, in each case,are maintained, sponsored, or contributed to by the Company or its Subsidiaries.

-3-

“Engagements” has the meaning set forth in Section 13.11.

“Environmental Laws” means all applicable Laws relating to pollution or protection of the environment, natural resources or, to theextent relating to exposure to Hazardous Substances, the workplace, including any of the foregoing relating to the generation, handling,transportation, treatment, storage, disposal, discharge, release, threatened release, control, or cleanup of any Hazardous Substances.

“Equity Interests” means any (i) capital stock, limited liability company interest, membership interest, unit or other equity interest,(ii) securities convertible into or exchangeable for any capital stock, limited liability company interest, membership interest, unit or otherequity interest or (iii) other rights, warrants or options to acquire any of the foregoing securities from the issuer thereof.

“Estimated Closing Net Working Capital” has the meaning set forth in Section 2.4(a)(i).

“Estimated Closing Net Working Capital Statement” has the meaning set forth in Section 2.4(a)(i).

“ERISA Affiliate” means any entity that would be considered a single employer with the Company under Section 4001(b) of ERISAor a member of a group of entities which includes the Company for purposes of Section 414(b), (c), (m) or (o) of the Code.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgatedthereunder.

“FCPA” has the meaning set forth in Section 4.4.

“Final Closing Balance Sheet” has the meaning set forth in Section 2.4(d).

“Final Closing Statement” has the meaning set forth in Section 2.4(d).

“Fundamental Representations” means the representations and warranties of (i) Seller set forth in Section 3.1, the first twosentences of Section 3.7 and Section 3.11 and (ii) Buyer set forth in Section 4.1, the first two sentences of Section 4.2 and Section 4.5.

“General Cap” means $500,000.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting PrinciplesBoard of the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial AccountingStandards Board or in such other statement by such other entity as may be approved by a significant segment of the accounting professionin the United States.

-4-

“Governmental Entity” means any government or any agency, bureau, board, commission, court, department, official, tribunal orother instrumentality of any government, whether federal, state, provincial, territorial or local, domestic or foreign, that has, in each case,jurisdiction over the matter in question.

“Hazardous Substance” any waste, material or substance that is regulated, defined or designated as hazardous, toxic or a pollutant orcontaminant under or pursuant to any Environmental Law, including but not limited to asbestos, lead, natural gas and petroleum.

“Income Tax” means any income, franchise, gains or similar Tax imposed on or measured by net income, profits, gains or similaritems and any interest, additional amounts, additions to tax, penalties or similar items with respect thereto.

“Indebtedness” means, without duplication, (i) any indebtedness (including accrued interest and fees) for borrowed money, (ii) anyindebtedness evidenced by any promissory note, bond, debenture or other similar debt security, (iii) any obligations in respect of letters ofcredit, to the extent drawn, and (iv) any guaranty by any Person of obligations of the kind described in the foregoing clauses (i)-(iii).Indebtedness shall not include intercompany indebtedness between or among the Company or any of its Subsidiaries or between or amongany of such Subsidiaries, trade payables, debts, obligations, liabilities or accruals incurred in the ordinary course of business and which arenot past due by more than 15 days by their terms.

“Indemnifiable Tax” has the meaning set forth in Section 8.4(a).

“Indemnified Person” means, with respect to any Indemnity Claim, each Buyer Indemnified Person or Seller Indemnified Personasserting the applicable Indemnity Claim (or on whose behalf the Indemnity Claim is asserted) under Section 12.1 or 12.2, as the case maybe.

“Indemnifying Person” means, with respect to any Indemnity Claim, the party or parties against whom such Indemnity Claim may beor has been asserted in accordance with the terms hereof.

“Indemnity Claim” means a claim for indemnity under Section 12.1 or 12.2, as the case may be.

“Insurance Policies” has the meaning set forth in Section 3.18.

“Intellectual Property” means all intellectual property rights and assets, whether registered or unregistered, of the following types:(a) trademarks, service marks, trade name, trade dress, logos and all registrations, applications and renewals for any of the foregoing;(b) internet domain names, whether or not trademarks, registered in any top-level domain by the Internet Corporation for Assigned Namesand Numbers (ICANN) or any Governmental Entity, web addresses, websites and content posted by Company thereon; (c) copyrights, andall registrations, applications for registration and renewals of such copyrights; (d) trade secrets and similar technical confidential andproprietary know-how; (e) patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part,re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any

-5-

inventor’s certificates, petty patents and patent utility models; and (f) software and firmware, including data files, source code, object code,application programming interfaces, architecture, files, records, schematics, computerized databases and other related specifications anddocumentation; provided, however, that, notwithstanding the foregoing, “off-the-shelf” computer programs and similar generally availablesoftware, and any licenses to copyrights in such programs and software, do not constitute Intellectual Property.

“Intercompany Obligations” means any intercompany balances, accruals, accounts receivable, notes receivable, intercompany loans(including any accrued interest thereon), accounts payable, notes payable or intercompany loans (including any accrued interest thereon)between the Company or any of its Subsidiaries, on the one hand, and the Seller or any of its Affiliates (other than the Company or anySubsidiary thereof), on the other hand.

“IT Master Services Agreement” has the meaning set forth in Section 6.7.

“Knowledge of Seller” has the meaning set forth in Section 13.12, as applied to Seller.

“Law” means any applicable constitutional provision, statute, law, regulation, ordinance, rule, code, common law, administrativeguidance, judicial decree, decision or direction, administrative agreement or intergovernmental or multijurisdictional agreement or treaty orother requirement or rule of law of any Governmental Entity.

“Liability” means any and every liability (whether known or unknown, whether absolute or contingent, whether liquidated orunliquidated, and whether due or to become due), obligation or Indebtedness, any liability for Taxes, in each case, as determined inaccordance with GAAP.

“Leased Real Property” has the meaning set forth in Section 3.5.

“Lien” means any lien (statutory or other), pledge, charge, claim, community property interest, condition, equitable interest, option,easement, encroachment, right of way, mortgage, hypothecation, deed of trust, security interest, right of first refusal or restriction of anykind (including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership) or otherencumbrance of any kind, whether incurred voluntarily or arising under any applicable Law.

“Loss” has the meaning set forth in Section 12.1(a).

“Material Adverse Effect” means any effect, event, occurrence, development, fact, condition or change that is or would reasonablybe expected to become, individually or in the aggregate, materially adverse to the Business, the results, operations condition (financial orotherwise) or assets of the Company and its Subsidiaries taken as a whole, provided that none of the following events, effects, occurrences,developments, state of circumstances, changes, facts or conditions shall be deemed, either alone or in combination, to constitute a MaterialAdverse Effect: (a) changes in general economic conditions, the securities markets generally or debt or financing markets generally,including changes in interest rates, exchange rates, lack of liquidity or trading volumes, (b) changes in general legal, tax, regulatory orpolitical conditions, (c) changes in accounting rules or principles (including GAAP), (d) changes or effects that arise

-6-

out of or are attributable to the acts or omissions of, or circumstances affecting, Buyer, (e) changes or effects that generally affect theindustries in which the Company and its Subsidiaries operate, (f) changes or effects resulting or arising from the commencement,occurrence, continuation or intensification of any war (whether or not declared), sabotage, armed hostilities or acts of terrorism,(g) earthquakes, hurricanes, tsunamis or any other natural disasters, any man-made disasters or any acts of God, (h) changes or effects thatrelate to any failure in and of itself by the Company or any Subsidiary thereof to meet any projection, forecast or revenue or earningsprediction (but not, for the avoidance of doubt, the underlying cause of such failure, which underlying cause of such failure could bedeemed or constitute a Material Adverse Effect), (i) changes or effects resulting or arising from the negotiation, execution, publicannouncement or performance of this Agreement, (j) changes or effects resulting or arising from the transactions contemplated by thisAgreement, (k) changes in applicable Law or the interpretation or enforcement thereof, (l) any matter clearly stated on the DisclosureSchedules or (m) any action taken by Seller or any Affiliate thereof in compliance with or as required by this Agreement (other thanpursuant to Section 3.7 (No Conflicts)); provided further that any event, occurrence, fact, condition or change referred to in the precedingclauses (a), (b), (d) and (e) shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonablybe expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate adverse effect on theCompany and its Subsidiaries, taken as a whole, as compared to other participants in the industries in which the Company and itsSubsidiaries conduct the Business to the extent of such disproportionate adverse effect.

“Material Contract” has the meaning set forth in Section 3.4(a).

“Material Customer” has the meaning set forth in Section 3.19(a).

“Material Supplier” has the meaning set forth in Section 3.19(b).

“Most Recent Balance Sheet” shall mean the balance sheet prepared as of November 30, 2016.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 3(37) of ERISA.

“Net Working Capital” means (a) the combined current assets of the Company, its Subsidiaries and its Affiliates (but only certainassets of such Affiliates that are to be transferred to Buyer or its designee(s) (or with respect to which Buyer or its designees(s) are entitledto receive the economic benefit), in each case, pursuant to the Transition Services Agreement) reflected in the line items included in the NetWorking Capital Calculation Schedule (including, for the avoidance of doubt and whether or not reflected in a line item in the Net WorkingCapital Calculation Schedule, an amount, in cash, of at least (i) GBP £75,000 and U.S. $5,000 in bank accounts of Maintech EuropeLimited (United Kingdom), (ii) HKD $160,000 and U.S. $5,000 in bank accounts of Volt Maintech Limited (Hong Kong), (iii) JPY¥6,720,000 in bank accounts of Volt Service KK Maintech (Japan) and (iv) AUD $20,000 in bank accounts of Volt Australia Maintech(Australia)) minus (b) the combined current liabilities of the Company, its Subsidiaries and its Affiliates (but only certain liabilities of suchAffiliates that are to be assumed by Buyer or its

-7-

designee(s) (or for which the Seller is entitled to reimbursement from Buyer or its designee(s)) or for which the Buyer is responsible, ineach case pursuant to the Transition Services Agreement) reflected in the line items included in the Net Working Capital CalculationSchedule, in each case (subject to the proviso hereto), calculated as of the Adjustment Time in accordance with the Accounting Principlesand the methodology employed in preparing the Company Financial Statements; provided, that, notwithstanding the foregoing, NetWorking Capital shall (i) not take into account (A) any amounts in respect of deferred income Tax assets or liabilities (including valuationallowances), (B) any amounts in respect of deferred revenue, (C) any amounts in respect of FIN 48 liabilities (uncertain tax positions),(D) deferred compensation (other than any ordinary course bonus accruals and payroll accruals), (E) any assets or liabilities otherwisetaken into account in calculating the Purchase Price pursuant to Section 2.2(a), or (F) any Intercompany Obligations, in each case,contemplated to be paid, satisfied, retired or otherwise settled pursuant to Section 6.6 hereof, (ii) be calculated without giving effect to theconsummation of the transactions contemplated hereby or any other transactions, actions, omissions or events occurring outside of theordinary course of business on the Closing Date in connection with the consummation of the transactions contemplated hereby and (iii) becalculated to give effect to the adjustments and methodology set forth on Exhibit A hereto and, in any case, to (x) include the cash balancesreferred to in clauses (i), (ii), (iii) and (iv) of the final parenthetical clause contained in clause (a) of this definition of Net Working Capitalwith respect to the bank accounts located in the UK, Hong Kong, Japan and Australia, with the amounts of such balances denominated innon-U.S. currencies to be treated as converted to U.S. currency for the purpose of determining the contribution thereof to the amount of NetWorking Capital hereunder at the exchange rate applicable thereto published in The Wall Street Journal on the Business Day immediatelypreceding the Closing Date and (y) exclude any accrued vacation time and/or paid time off attributable to Frank D’Alessio and/or BobCoscia.

“Net Working Capital Calculation Schedule” means the sample calculation of Net Working Capital attached as Exhibit A hereto.

“Net Working Capital Target” means $11,800,000.

“Non-U.S. Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program establishedor maintained outside the United States by the Company of any of its Subsidiaries primarily for the benefit of Employees of the Companyor any of its Subsidiaries residing outside the Unites States (other than a plan, fund, or other similar program funded through a trust or otherfunding vehicle maintained exclusively by a Governmental Entity) which plan, fund or other similar program provides, or results in,retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment and whichplan is not subject to ERISA or the Code.

“Notification Date” has the meaning set forth in Section 8.11(e).

“Order” means any binding and enforceable decree, injunction, judgment, order, ruling, assessment, award or writ issued by aGovernmental Entity.

“Organizational Documents” means the articles of incorporation, certificate of incorporation, charter, by-laws, articles of formation,certificate of formation, regulations, operating agreement, certificate of limited partnership, partnership agreement and all other similardocuments, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of a Person,including any amendments thereto.

-8-

“Parties” has the meaning set forth in the Preamble hereto.

“Permit” means any (a) license required to be issued by any Governmental Entity, (b) permit required to be issued by anyGovernmental Entity, (c) approval required to be issued by any Governmental Entity, (d) authorization required to be issued by anyGovernmental Entity, (e) franchise required to be issued by any Governmental Entity, (f) certificate required to be issued by anyGovernmental Entity or (g) order required to be issued by any Governmental Entity, and any extension, modification, amendment or waiverof the foregoing.

“Permitted Liens” means: (a) Liens for Taxes and assessments not yet due and payable or not yet delinquent or the amount orvalidity of which is being contested in good faith by appropriate proceedings, (b) mechanics’, materialmen’s, carriers’, workers’, repairers’and statutory liens and rights in rem that have not been filed or recorded and other similar Liens arising or incurred in the ordinary andusual course of business, (c) Liens under the Loan and Security Agreement, dated February 17, 2016, by and between Bank of America,N.A. and the Company (which agreement is being amended and restated as of the Closing) and (d) Liens set forth on Schedule 1.1.

“Person” means (i) an individual person or (ii) an association, a corporation, an individual, a partnership, a limited liability company,an unlimited liability company, a limited liability partnership, a trust or any other entity or organization of any kind.

“Personal Property” has the meaning set forth in Section 3.6.

“Post-Closing Adjustment” means any adjustment to be made pursuant to Section 2.4(b).

“Post-Closing Tax Period” means any taxable period (or portion thereof) beginning after the Closing Date.

“Potential Claim” has the meaning set forth in Section 6.3(b)(i).

“Pre-Closing Tax Period” means any taxable period (or portion thereof) ending on or before the Closing Date.

“Proposed Completed Forms” has the meaning set forth in Section 8.11(a).

“Proposed Completed Forms Objection Notice” has the meaning set forth in Section 8.11(a).

“Proposed Final Closing Balance Sheet” has the meaning set forth in Section 2.4(b).

“Proposed Final Closing Statement” has the meaning set forth in Section 2.4(b).

-9-

“Purchase Price” has the meaning set forth in Section 2.2(a).

“Real Property Leases” has the meaning set forth in Section 3.4(a)(v).

“Receiving Party” has the meaning set forth in Section 6.9.

“Recovery Amount” has the meaning set forth in Section 6.3(b)(i).

“Representatives” means, when used with respect to Buyer or Seller, the directors, officers, employees, consultants, accountants,legal counsel, financing sources, investment bankers or other financial advisors, agents and other representatives of Buyer or Seller, asapplicable, and their respective Subsidiaries.

“Restricted Business” has the meaning set forth in Section 6.5(a).

“Restricted Territory” has the meaning set forth in Section 6.5(a).

“RWI Non-Response” has the meaning set forth in Section 8.10.

“RWI Policy” means a representations and warranties insurance policy obtained by Buyer.

“Section 338 Forms” means all returns, documents, statements and other forms that are required to be submitted to any federal, stateor local taxing authority in connection with a Section 338(h)(10) Election. Such forms will include, without limitation, any “statement of asection 338 election” and IRS Form 8023 (together with any schedules or attachments thereto) that are required pursuant to TreasuryRegulation Sections 1.338-1 or 1.338(h)(10)1 or any successor provisions.

“Section 338 Purchase Price Adjustment Amount” has the meaning set forth in Section 8.11(e).

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” has the meaning set forth in the Preamble hereto.

“Seller’s Insurance Policies” has the meaning set forth in Section 6.3(a).

“Services Agreements” has the meaning set forth in Section 6.7.

“Shares” means all of the issued and outstanding capital stock of the Company.

“Specified Cap” means, as of any applicable time of determination, an amount equal to the Purchase Price, as adjusted to take intoaccount any Post-Closing Adjustments actually paid in accordance with Section 2.4, as of such time of determination, plus, if the SpecifiedCap has been reached, reasonable and documented out-of-pocket enforcement costs (including reasonable and documented attorney fees)otherwise indemnifiable as Losses hereunder.

-10-

“Straddle Tax Period” means any complete taxable period that includes both a Pre-Closing Tax Period and a Post-Closing TaxPeriod.

“Subsidiary” means, with respect to any Person, any Person in which such Person has a direct or indirect equity or ownership interestin excess of 50%.

“Subsidiary Shares” has the meaning set forth in Section 3.1(c).

“Survival Period” means the period beginning on the Closing Date and ending on:

(a) with respect to the representations and warranties contained in Articles III and IV of this Agreement other than the FundamentalRepresentations, the earlier of (i) fifteen (15) months from the Closing Date and (ii) the date that is 60 days following the completion of theaudit of the financial statements of the Company and its Subsidiaries for the fiscal year ending in October 2017;

(b) with respect to the Fundamental Representations, six (6) years from the Closing Date;

(c) with respect to each covenant and agreement contained in this Agreement (other than those contained in Article VIII (Taxes),which survival periods are specifically set forth in such Article VIII), the period of time during which performance is required thereunder inaccordance with the terms thereof; and

(d) solely with respect to claims for fraud, representations and warranties contained in Articles III and IV will survive until thirty(30) days after the expiration of the applicable statute of limitations.

“Tax” means any present or future (A) federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use,value added, ad valorem, franchise, capital, profits, license, lease, service, service use, withholding, payroll, social security (or similar),unemployment, disability, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties,alternative or added minimum, estimated or other taxes of any kind whatsoever, together with interest and any penalties, additions to tax oradditional amounts with respect thereto, (B) liability for payment of amounts described in clause (A) whether as a result of transfereeliability (where such transferee status arose prior to the Closing Date), of being a member of an affiliated, consolidated, combined or unitarygroup for any period beginning prior to the Closing Date, and (C) liability for the payment of amounts described in clauses (A) or (B) as aresult of any tax sharing, tax indemnity or tax allocation agreement entered into prior to the Closing Date (excluding for this purpose anyliability under a lease that passes through expenses including Taxes).

“Tax Benefit” means any refund, credit or reduction in Tax reasonably expected to be realized by any Person or its Affiliatesattributable, as the context may require, to any specified matter or event, and which shall take into account any correlative adjustment thatmakes allowable to such Person, its Affiliates, or their consolidated, combined or unitary group any deduction, amortization, exclusionfrom income or other allowance.

-11-

“Tax Claim” has the meaning set forth in Section 8.4(a).

“Tax Indemnified Person” has the meaning set forth in Section 8.4(a).

“Tax Indemnitor” has the meaning set forth in Section 8.4(a).

“Tax Returns” means all returns, reports, forms, declarations, claim for refund, schedules and information statements (includingamendments thereto) required to be filed with any Governmental Entity relating to Taxes and including any schedules or statementsattached thereto and any amendments thereof.

“Third Party Claim” has the meaning set forth in Section 12.5.

“Transaction Expenses” means all out-of-pocket fees and expenses payable to each party’s advisors incurred in connection with thenegotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

“Transfer Tax” means any federal, state, county, local, foreign and other sales, use, transfer, conveyance, documentary transfer,stamp, recording or other similar tax, fee or charge imposed upon the sale, transfer or assignment of property or any interest therein or therecording thereof, and any interest, penalties and additions to tax with respect thereto.

“Transition Services Agreement” has the meaning set forth in Section 6.7.

“Volt” has the meaning set forth in the Recitals.

ARTICLE IIPURCHASE AND SALE/CLOSING

2.1 Purchase and Sale. The Parties will execute this Agreement at Closing, upon the terms and subject to the conditionshereinafter set forth, Seller agrees to sell all of the issued and outstanding Shares free and clear of all Liens (other than transfer restrictionsarising under applicable securities Laws), and to deliver the certificates evidencing the Shares, to Buyer, and Buyer agrees to purchase theShares from Seller, for the consideration and on the terms and conditions hereinafter set forth. The certificates representing the Shares willbe endorsed for transfer to or accompanied by duly executed transfer powers in favor of Buyer or its nominee as Buyer may have requestedin writing of Seller at least two (2) Business Days prior to the Closing Date.

2.2 Purchase Price.

(a) Subject to the terms and conditions of this Agreement, the aggregate cash purchase price for the Shares shall be$18,300,000 (eighteen million, three hundred thousand dollars) (the “Purchase Price”).

(b) The Purchase Price shall be subject to potential adjustment in accordance with Section 2.4.

-12-

(c) At the Closing, Buyer shall pay, by wire transfer of immediately available funds, to Seller (or its designee) to anaccount designated by Seller at least two (2) Business Days prior to the Closing Date, an amount equal to the balance of the Purchase Priceafter deduction of (A) Twenty Thousand dollars ($20,000), which amount was previously advanced to the Seller’s attorneys, (B) an amountequal to one-half of the premium and other costs and commissions payable with respect to the RWI Policy in an aggregate amount equal to$112,373.75, (C) One Hundred Thousand Dollars ($100,000), representing the amount of the Holdback (as defined in the TransitionServices Agreement) and (D) $2,165,759.50, which amount is equal to the aggregate amount outstanding under the Loan and SecurityAgreement, dated February 17, 2016, by and between Bank of America, N.A. and the Company as of the Closing Date (which agreement isbeing amended and restated as of the Closing).

2.3 The Closing.

(a) The transactions contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the officesof Milbank, Tweed, Hadley & McCloy LLP in New York, New York, or at such other location as may be agreed upon in writing by Sellerand Buyer.

(b) The Closing shall take place at 10 A.M., New York City Time, on the date hereof (the “ Closing Date”).Notwithstanding the foregoing, for convenience of calculation and to avoid a closing of the accounting books in the middle of a BusinessDay, solely for purposes of calculating the Net Working Capital, the Pre-Closing Tax Period and the Post-Closing Tax Period, the Closingwill be deemed to have occurred as of the Adjustment Time.

(c) All proceedings to be taken and all documents to be executed and delivered by all Parties at the Closing shall bedeemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed ordelivered until all have been taken, executed and delivered.

2.4 Purchase Price Adjustment.

(a) Closing Adjustment. At least three Business Days before the Closing, Seller shall prepare and deliver to Buyer astatement setting forth Seller’s good faith estimate of Net Working Capital as of the Closing Date (the “Estimated Closing Net WorkingCapital”), which statement shall contain an estimated balance sheet of the Company and its Subsidiaries as of the Closing Date (withoutgiving effect to the transactions contemplated herein), and a calculation of Estimated Net Closing Working Capital (the “EstimatedClosing Net Working Capital Statement. The Estimated Closing Net Working Capital and the Estimated Closing New Working Capitalshall be prepared in accordance with the Accounting Principles, except inasmuch as there is a conflict between the Accounting Principlesand the definition of Net Working Capital, in which case the definition of Net Working Capital shall control with respect to the subjectmatter of such conflict.

(b) Post-Closing Adjustment. As promptly as practicable and in any event within sixty (60) Business Days after theClosing Date, Buyer shall prepare or cause to be

-13-

prepared and deliver to Seller a statement setting forth Buyer’s good faith calculation of Net Working Capital as of the Closing Date (the“Proposed Final Closing Balance Sheet”), together with a good faith written statement setting forth in reasonable detail the Net WorkingCapital, in each case, calculated as of the Closing Date and in accordance with the Accounting Principles (the “Proposed Final ClosingStatement”). The Proposed Final Closing Balance Sheet and the Net Working Capital reflected on the Proposed Final Closing Statementshall be prepared in accordance with the Accounting Principles, except inasmuch as there is a conflict between the Accounting Principlesand the definition of Net Working Capital, in which case the definition of Net Working Capital shall control with respect to the subjectmatter of such conflict.

(c) Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the NetWorking Capital reflected thereon) will be final, conclusive and binding on the parties unless Seller provides a written notice (a “DisputeNotice”) to Buyer no later than the 30th day after the delivery to Seller of the Proposed Final Closing Balance Sheet and the Proposed FinalClosing Statement. Any Dispute Notice must set forth in reasonable detail and with reasonable supporting documentation (i) any item on theProposed Final Closing Balance Sheet or the Proposed Final Closing Statement which Seller believes has not been prepared in accordancewith this Agreement and the correct amount of such item and (ii) Seller’s alternative calculation of the Net Working Capital, as applicable(such amounts the “Disputed Amounts”). Any item or amount as to which no dispute is raised in the Dispute Notice will be final,conclusive and binding on the parties upon the delivery of such Dispute Notice.

(d) Resolution of Disputes. Buyer and Seller will attempt to promptly resolve the matters raised in any Dispute Notice ingood faith. Beginning forty-five (45) Business Days after delivery of any Dispute Notice pursuant to Section 2.4(c), either Buyer or Sellermay provide written notice to the other that it elects to submit the disputed items to Grassi & Co.; provided, however, in the event thatGrassi & Co. has been or currently is being retained by any of Seller, Buyer or their Affiliates with respect to matters unrelated to thematters set forth in the Dispute Notice, then the Seller and Buyer shall mutually agree on a different accounting firm, which firm shall nothave been previously engaged by any of Seller, Buyer or their Affiliates (the “Accounting Firm”). The Accounting Firm will promptly, inaccordance with such procedures as it deems fair and equitable, review only those unresolved items and amounts specifically set forth andobjected to in the Dispute Notice, provided that each party shall be afforded an opportunity to submit a written statement in favor of itsposition and to advocate for its position orally before the Accounting Firm. The Accounting Firm will resolve the dispute by selecting withrespect to each item in dispute an amount between or equal to Buyer’s position as set forth on the Proposed Final Closing Statement (asmodified following discussions with Seller with respect to disputed items and as submitted to the Accounting Firm at the outset of thedispute resolution process with a copy to Seller) or Seller’s position as set forth on the Dispute Notice (as modified with respect to disputeditems following discussions with Buyer and as submitted to the Accounting Firm at the outset of the dispute resolution process with a copyto Buyer). In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normalprocedures and having expertise with respect to settlement of such disputes and the industry in which the

-14-

Company and its Subsidiaries operate shall act for the Accounting Firm in the determination proceeding, and the Accounting Firm shallrender a written decision with respect to such disputed matter, including a statement in reasonable detail of the basis for its decision, by nolater than thirty (30) days following the submission of the disputed items to it in accordance with this Section 2.4(d). The fees and expensesof the Accounting Firm shall be paid by Seller, on the one hand, and by Buyer, on the other hand, in proportion to the portion of theaggregate amount in dispute that is finally resolved by the Accounting Firm in a manner adverse to such party. For example, if Sellercontests $500 of the amount claimed by Buyer, and if the Accounting Firm ultimately resolves the dispute by awarding Seller $300 of the$500 contested, then the costs and expenses of the Accounting Firm will be allocated 60% (i.e., 300/500) to Buyer and 40% (i.e., 200/500)to Seller. Each of Buyer and Seller shall bear its own costs and expenses, if any, incurred in connection with the process contemplated inthis Section 2.4(d), including the fees of any advisors retained to act on its behalf. The decision of the Accounting Firm with respect to thedisputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final,conclusive and binding on the parties. As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final ClosingStatement, as adjusted to reflect any changes agreed to by the parties and/or, as the case may be, the decision of the Accounting Firm, ineach case, pursuant to this Section 2.4, are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement”,respectively. Each of the parties to this Agreement agrees to cooperate with the Accounting Firm (including by executing a customaryengagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after thecommencement of the Accounting Firm’s engagement.

(e) Payment of Adjustment. If the Net Working Capital (as finally determined pursuant to this Section 2.4 and as set forthin the Final Closing Balance Sheet and the Final Closing Statement) differs from the Net Working Capital Target, (i) Buyer shall pay orcause to be paid to Seller by wire transfer of immediately available funds the amount, if any, by which such re-calculated final PurchasePrice exceeds the estimated Purchase Price paid at Closing or (ii) Seller shall pay or cause to be paid to Buyer by wire transfer ofimmediately available funds the amount, if any, by which the estimated Purchase Price paid at Closing exceeds such re-calculated finalPurchase Price. Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as setforth below, shall (A) be due within 20 Business Days of acceptance of the Final Closing Balance Sheet and the Final Closing Statementand (B) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or Seller, as the case may be. Anypayment made pursuant to this Section 2.4 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unlessotherwise required by Law.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF SELLER

Except as otherwise indicated on the Disclosure Schedules hereto, Seller represents and warrants to Buyer that the statements set forthin this Article III are true and correct as of the date hereof:

-15-

3.1 Organization and Related Matters; Shares.

(a) Each of Seller and the Company is a corporation, validly existing and in good standing under the Laws of itsjurisdiction of incorporation. Seller has all necessary corporate power and authority to execute, deliver and perform its obligations underthis Agreement and to consummate the transactions contemplated hereby. The Company has all necessary corporate power and authority toown its properties and assets and to carry on its business as now conducted. The Company is duly qualified to do business in alljurisdictions in which the nature of the Business requires each such entity to be so qualified, except where the failure to be so qualified hasnot had, and would not reasonably be expected to have, individually or in the aggregate, a materially adverse effect on the Company, itsSubsidiaries or the Business.

(b) Seller owns, beneficially and of record, all of the issued and outstanding Shares. Other than the Shares, there are nooutstanding Equity Interests of the Company. The Shares are owned by Seller free and clear of all Liens. The number of issued andoutstanding Shares of the Company is set forth on Schedule 3.1(b). All of the Shares have been duly authorized, are validly issued, fullypaid and non-assessable and were issued in compliance with applicable Laws. Except as contemplated hereby, there are no outstandingContracts or other rights to subscribe for or purchase, or Contracts or other obligations to issue or grant any rights to acquire, any EquityInterests of the Company. Except as contemplated hereby, there are no outstanding Contracts of Seller or the Company to repurchase,redeem or otherwise acquire, or affecting the voting rights of, or requiring the registration for sale of, any Equity Interests of the Company.The Company does not have outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. Thereare no preemptive rights in respect of any Equity Interests of the Company. None of the Shares were issued in violation of any agreement,arrangement or commitment to which Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights ofany Person.

(c) Schedule 3.1(c) lists each of the Subsidiaries of the Company. All of the issued and outstanding Equity Interests ofeach Subsidiary of the Company are owned directly by the Company and there are no outstanding Equity Interests of such Subsidiariesother than as set forth on Schedule 3.1(c) (such shares, the “Subsidiary Shares”). The Subsidiary Shares comprise the entire issued sharecapital of the respective Subsidiaries and are owned by the Company free and clear of all Liens. All of the Subsidiary Shares have beenduly authorized, are validly issued and fully paid or credited as fully paid. Upon consummation of the transactions contemplated by thisAgreement, the Company shall continue to own all of the Subsidiary Shares, free and clear of all Liens (except for Liens that may becreated by Buyer). Except as contemplated hereby, there are no outstanding Contracts or other rights to subscribe for or purchase, orContracts or other obligations to issue or grant any rights to acquire, any Equity Interests of any Subsidiary of the Company. Except ascontemplated hereby, there are no outstanding Contracts of Seller, the Company or any of its Subsidiaries to repurchase, redeem orotherwise acquire, or affecting the voting rights of, or requiring the registration for sale of, any Equity Interests of any of the Subsidiaries.None of the Company’s Subsidiaries has any outstanding or authorized stock appreciation, phantom stock, profit participation or similarrights. There are no preemptive rights in respect of any Equity Interests of the

-16-

Company’s Subsidiaries. All of the Subsidiary Shares were issued in compliance with applicable Laws. None of the Subsidiary Shares wereissued in violation of any agreement, arrangement or commitment to which Seller, the Company or any Subsidiary of the Company is aparty or is subject to or in violation of any preemptive or similar rights of any Person. Each Subsidiary of the Company is duly organized,validly existing and in good standing under the Laws of its jurisdiction of organization. Each Subsidiary of the Company has all necessaryentity power and authority to own its properties and assets and to carry on its business as now conducted and is duly qualified to do businessin all jurisdictions in which the nature of its business requires it to be so qualified, except where the failure to be so qualified has not had,and would not reasonably be expected to have, individually or in the aggregate, a materially adverse effect on the Company and itsSubsidiaries, taken as a whole.

(d) Seller has delivered to Buyer true and complete copies of the Organizational Documents of the Company and each ofits Subsidiaries, as currently in effect, and none of the Company nor any of its Subsidiaries is in violation of any provision of its respectiveOrganizational Documents.

3.2 Financial Statements; Changes.

(a) Financial Statements. Seller has delivered to Buyer true and complete copies of the Company Financial Statements.The Company Financial Statements were prepared in accordance with the Accounting Principles and present fairly the financial conditionof the Company and its Subsidiaries as of the respective dates that they were prepared and the results of operations of the Business for theperiods stated, except that the Company Statements are subject to the absence of footnote disclosures.

(b) Certain Changes. Except as set forth on Schedule 3.2(b)(i) and in connection with the Loan and Security Agreement,dated February 17, 2016, by and between Bank of America, N.A. and the Company (which agreement is being amended and restated as ofthe Closing), from the date of the Most Recent Balance Sheet to the date hereof, and other than in the ordinary course of businessconsistent with past practice, there has not been, with respect to the Company or any of its Subsidiaries, any:

(i) event, occurrence or development that has had, or would reasonably be expected to have, individually or in theaggregate, a Material Adverse Effect;

(ii) amendment of the charter, by-laws or other organizational documents of the Company or its Subsidiaries;

(iii) split, combination or reclassification of any shares of its capital stock;

(iv) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights topurchase or obtain (including upon conversion, exchange or exercise) any of its capital stock;

-17-

(v) material change in any method of accounting or any material accounting practice of the Company or any of itsSubsidiaries, except as required by GAAP or as disclosed in the notes to the Company Financial Statements;

(vi) material change in the Company’s or any of its Subsidiaries cash management practices and its policies and practicesand procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accountsreceivable inventory control, prepayment of expenses, payment of trade accounts payable, accrual of expenses, deferral of revenue andacceptance of customer deposits;

(vii) incurrence, assumption or guarantee of any Indebtedness except unsecured current obligations, Liabilities incurredin the ordinary course of business consistent with past practice and Indebtedness to be paid off prior to or concurrently with Closing;

(viii) transfer, assignment, sale or other disposition of any assets outside of the ordinary course of business consistentwith past practices;

(ix) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any CompanyIntellectual Property or Company IP Agreements;

(x) damage, destruction or loss (whether or not covered by insurance) to its property with a value in excess of $125,000;

(xi) any material or unbudgeted (i.e., not provided for in the budget attached hereto as Schedule 3.2(b)(xi)) capitalinvestment or lease of assets or any material loan to any Person;

(xii) acceleration, termination, material modification to or cancellation of any material Contract (including, but notlimited to, any Material Contract) to which the Company or its Subsidiaries is a party or by which any of them is bound;

(xiii) (i) grant of any material or unbudgeted (i.e., not provided for in the budget attached here to as Schedule 3.2(b)(xiii))bonuses or material increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or formeremployees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or policies, asrequired by applicable Law or in the ordinary course consistent with past practice, (ii) change in the terms of employment for any employeeor any termination of any employees for which the aggregate costs and expenses exceed $125,000, or (iii) action to accelerate the vesting orpayment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, otherthan as required by applicable Law or in the ordinary course consistent with past practice;

(xiv) hiring or promoting any person outside the ordinary course of business except to fill a vacancy in the ordinarycourse of business;

(xv) adoption, modification or termination of any: (x) employment, severance, retention or other agreement with anycurrent or former employee, officer, director, independent contractor or consultant, (y) Employee Plan or Non-US Plan or (z) collectivebargaining or other agreement with a union;

-18-

(xvi) entry into a new line of business or abandonment or discontinuance of existing lines of business;

(xvii) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition inbankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under anysimilar Law;

(xviii) acquisition by merger or consolidation with, or by purchase of all or substantially all of the assets or stock of anybusiness of an unrelated Person or any division thereof;

(xix) action by the Company or its Subsidiaries to make, change or rescind any material Tax election or materially amendany Tax Return or take any position on any Tax Return that would have the effect of increasing the Tax liability or reducing any Tax assetof Buyer in respect of any Post-Closing Tax Period, in each case, other than as required by applicable Law; or

(xx) any Contract to do any of the foregoing, or any commitment or action that would result in any of the foregoing.

(c) Undisclosed Liabilities. Except as set forth on Schedule 3.2(c) and other than obligations under the Loan and SecurityAgreement, dated February 17, 2016, by and between Bank of America, N.A. and the Company (which agreement is being amended andrestated as of the Closing), none of the Company or any of its Subsidiaries has incurred any liabilities that would be required in accordancewith Accounting Principles to be disclosed in the Company Financial Statements or in the Company Interim Financial Statements, exceptfor Liabilities that (i) are reflected (or reserved against) in the Company Financial Statements as of October 31, 2016 or the CompanyInterim Financial Statements as of November 30, 2016, (ii) were incurred after October 31, 2016 or November 30, 2016, as the casemaybe, in the ordinary course of business or (iii) have been discharged or paid in full or will be discharged or paid consistent with pastpractice. Except as set forth on Schedule 3.2(c), to the Knowledge of Seller, the Company and its Subsidiaries have not incurred anycontingent or unliquidated liability that is more than $175,000 that is not reflected in the Company’s Financial Statements or in theCompany Interim Financial Statement.

(d) Indebtedness. Other than the amounts outstanding under the Loan and Security Agreement, dated February 17, 2016,by and between Bank of America, N.A. and the Company (which agreement is being amended and restated as of the Closing), neither theCompany or any of its Subsidiaries shall any Indebtedness, other than, if any, Indebtedness created by the Buyer.

-19-

3.3 Tax Matters.

(a) The Company and its Subsidiaries have timely filed (within any applicable extension periods) with the appropriateGovernmental Entities all material Tax Returns required to be filed on or prior to the date hereof (taking into account any extensions), andhas timely paid all material Taxes required to be paid on or prior to the date hereof (taking into account any extensions). All such TaxReturns were correct and complete in all material respects and accurately reflected all Liability for material Taxes for the periods coveredthereby. The Company and its Subsidiaries have established reserves in accordance with GAAP that are adequate for the payment of allTaxes not yet due and payable.

(b) Neither the Company nor any Subsidiary has received written notice of any claim made by any Governmental Entityin a jurisdiction where the Company or its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may besubject to taxation by that jurisdiction.

(c) There are no material Liens for Taxes on any assets of the Company or any of its Subsidiaries, other than PermittedLiens.

(d) The Company and each Subsidiary has withheld and paid when due all Taxes required to have been withheld andpaid in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party.

(e) There is no pending dispute, audit or claim concerning any Tax Liability of the Company or any Subsidiary. TheCompany and each Subsidiary has previously provided to Buyer correct copies of all Tax returns filed by the Company and each Subsidiaryfor taxable periods ended on or after October 31, 2016. There are no examination reports or open or unpaid statements of deficienciesassessed against or agreed to by the Company or any Subsidiary for such taxable periods.

(f) The Company and each Subsidiary has disclosed on its federal income Tax Returns all positions taken therein thatcould give rise to a substantial understatement of federal income tax within the meaning of Section 6662 of the Code or would give rise to apenalty under Section 6662(i) of the Code. None of the Company or any Subsidiary has filed a consent under Section 341(f) of the Codeconcerning collapsible corporations. None of the Company or any Subsidiary has any Liability for Taxes owed by any Person (other thanthe Company or a Subsidiary or with respect to any consolidated, combined, unitary, affiliated or similar Tax group that includes theCompany or any of its Subsidiaries), as a transferee, assignee or other successor or pursuant to a contract (other than any contract notprimarily related to Taxes). None of the Company or any Subsidiary has agreed to or is required to make any adjustment under Section 481of the Code (or any comparable provision of state, local or foreign law) by reason of a change in accounting methods or otherwise.

(g) Except as set forth on Schedule 3.3, no extension or waiver of the statute of limitations has been granted for anymaterial Tax Returns reflecting the income of the Company or any of its Subsidiaries, which (after giving effect to such extension orwaiver) has not yet expired. Except as set forth on Schedule 3.3, all statutes of limitation in respect of Taxes for years prior to 2003 haveexpired.

-20-

(h) None of the Company or any Subsidiary has participated in any “listed transaction” within the meaning of TreasuryRegulations Section 1.6011-4.

(i) None of the Company or any Subsidiary has participated in any transaction required to be disclosed pursuant toTreasury Regulations Section 1.6011-4. None of the Company or any Subsidiary has acted as a tax shelter organizer for the purposes ofCode Section 6111 and Section 6112. Except as disclosed on Schedule 3.3, none of the Company or any Subsidiary has invested intransactions requiring registration under Code Section 6111 or requiring list maintenance under Section 6112.

3.4 Material Contracts.

(a) Schedule 3.4(a) contains a true and complete list, as of the date hereof, of each Contract (other than an Employee Planand the Loan and Security Agreement, dated February 17, 2016, by and between Bank of America, N.A. and the Company) currently ineffect (each of which shall be deemed a “Material Contract”) to which the Company or its Subsidiaries (or, if related to the Business, itsAffiliates) is a party:

(i) (A) that involves payment or other obligations due to be paid by the Company or its Subsidiaries (or, if related to the Business,its Affiliates) aggregating more than $125,000 (one hundred twenty five thousand dollars) with respect to the fiscal year endingOctober 30, 2016 (other than Employee Plans) or (B) that, by its terms, involves a mandatory minimum payment due to be paid by theCompany or its Subsidiaries (or, if related to the Business, its Affiliates) aggregating more than $125,000 (one hundred twenty fivethousand dollars) per annum during the term of such Contract, with such amount, in each case, due to be paid irrespective of theamount of services or supplies received or requested under such Contract or other considerations under such Contract not determinableuntil the terms of such Contract have been performed;

(ii) that involves the sale of goods or services with one of the ten (10) largest customers of the Company and its Subsidiaries,which Contracts collectively accounted for eighty percent (80%) or more of the gross revenue of the Business for the first three(3) quarters of the fiscal year ending October 30, 2016;

(iii) that creates a partnership, limited liability company or joint venture;

(iv) that is a Contract that restricts the Company or its Subsidiaries from entering or conducting any line of business in anylocation at any time; or

(v) that is a lease, sublease or license pursuant to which the Company or any Subsidiary leases, subleases or licenses any LeasedReal Property (the “Real Property Leases”);

(vi) that requires the Company or any Subsidiary to purchase its total requirements of any product or service from a third party orthat contain “take or pay” provisions;

-21-

(vii) that has, as its primary purpose, the provision of indemnification by the Company or any Subsidiary to any Person or theassumption of any Tax, environmental or other material Liability of any Person;

(viii) that relates to the acquisition or disposition of any business, all or substantially all of the stock or assets of any other Personor any real property (whether by merger, sale of stock, sale of assets or otherwise);

(ix) that relates to services provided by a broker, distributor, dealer, manufacturer’s representative, franchise, agency, salespromotion, market research, marketing consulting or advertising;

(x) that relates to the employment of any person or that relates to the engagement of any Person as an independent contractor orconsultant performing material services on behalf of the Company which are not cancellable without material penalty or without morethan 90 days’ notice;

(xi) that is with any Governmental Entity (“Government Contracts”);

(xii) that relates to Indebtedness of the Company or its Subsidiaries (except for Contracts relating to trade receivables); or

(xiii) that involves a collective bargaining agreements or is with any union.

(b) Each of the Material Contracts is valid, binding, in full force and effect, and enforceable by the Company or theapplicable Subsidiary or Affiliate of the Company party thereto in accordance with its terms, except as may be limited by applicablebankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws and equitable principles relating to orlimiting creditors’ rights generally, and as the remedy of specific performance and injunctive and other forms of equitable relief may besubject to equitable defenses and to the discretion of a court of competent jurisdiction before which any proceeding may be brought. TheCompany or the applicable Subsidiary or Affiliate of the Company under each Material Contract has performed its obligations thereunder,and is not in default or breach under any such Material Contract. To the Knowledge of Seller, no other party to any Material Contract is inbreach or default thereunder. Neither the Company or any of its Subsidiaries nor, to Seller’s Knowledge, any other party thereto hasprovided or received any notice of any intention to terminate or amend, any Material Contract. To the knowledge of Seller no event orcircumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract thatwould result in a termination thereof or would cause or permit the acceleration of any material right or obligation or the loss of any materialbenefit thereunder. True and complete copies of the Material Contracts, including all amendments, waivers and modifications thereto havebeen made available to Buyer.

3.5 Real Property. None of the Company nor any of its Subsidiaries owns any real property. Schedule 3.5 contains a true andcomplete list, as of the date hereof, of all of the real property currently leased, subleased or licensed to the Company or its Subsidiaries (the

-22-

“Leased Real Property”). The Company or its Subsidiary, as applicable has a valid leasehold interest in or other right to use the LeasedReal Property and such leasehold interests are free and clear of Liens except for Permitted Liens. True and complete copies of alldocuments constituting the Real Property Leases, including all amendments and modifications thereof and all Subordination,Non-Disturbance and Attornment Agreements executed in connection with the Real Property Leases, have been made available to Buyer,which documents are listed on Schedule 3.5. Neither the Company nor any of its Subsidiaries is a sublessor or grantor under any subleaseor other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property.The use and operation of the Leased Real Property in the conduct of the Business do not violate in any material respect any Law or materialcovenant, condition, restriction, easement, license, permit or Contract applicable thereto. There are no Actions pending nor, to the Seller’sKnowledge, threatened against or affecting the Leased Real Property or any portion thereof or Seller’s leasehold interest therein in thenature or in lieu of condemnation or eminent domain proceedings.

3.6 Personal Property. The Company, its Subsidiaries and/or those Affiliates of the Company whose assets are contemplatedto be conveyed pursuant to the Transaction Services Agreement have good title to, or an adequate leasehold interest or other right in, alltangible assets and properties that (a) are reflected on the Most Recent Balance Sheet or (b) were acquired since the date of the MostRecent Balance Sheet (collectively, the “Personal Property”), except in each case for assets and properties disposed of since the date of theMost Recent Balance Sheet in the ordinary course of business, consistent with past practice. The Personal Property is adequate personalproperty to allow the Business to be conducted by Buyer as conducted by Seller immediately prior to the Closing. The buildings, plants,structures, furniture, fixtures, machinery, equipment and vehicles constituting Personal Property of the Company and its Subsidiaries are insatisfactory operating condition and repair, ordinary wear and tear excepted.

3.7 Authorization; No Conflicts.

(a) The execution, delivery and performance by Seller of this Agreement have been duly and validly authorized by theBoard of Directors of Seller and by all other necessary corporate action on the part of Seller. This Agreement constitutes, and the AncillaryAgreements to which Seller is a party will constitute upon the execution thereof by each applicable contemplated party thereto, the legallyvalid and binding obligation of Seller enforceable against Seller in accordance with their respective terms, except as may be limited bybankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws and equitable principles relating to orlimiting creditors’ rights generally, and as the remedy of specific performance and injunctive and other forms of equitable relief may besubject to equitable defenses and to the discretion of a court of competent jurisdiction before which any proceeding may be brought.

(b) Except for the Loan and Security Agreement, dated February 17, 2016, by and between Bank of America, N.A.and the Company (which agreement is being amended and restated as of the Closing) and the matters identified on Schedule 3.7, theexecution, delivery and performance by Seller of this Agreement and the Ancillary Agreements will not

-23-

(i) violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under theOrganizational Documents of Seller, (ii) result in the imposition of any Lien against any assets or properties of the Company or anySubsidiary thereof other than Permitted Liens, (iii) result in a breach of, or default under (or give rise to a right of termination, cancellation,modification or acceleration) any Material Contract or (iv) require any Approvals or notice to be obtained or given to any Person.

3.8 Actions. There is no Order or Action pending or, to the Knowledge of Seller, threatened, against Seller, the Company or anyof the Company’s Subsidiaries, or against the assets or properties of the Company or any of its Subsidiaries, that seeks to delay or preventthe consummation of the transactions contemplated by this Agreement. Except as set forth on Schedule 3.8, there are no pending or, to theKnowledge of Seller, threatened Actions or Orders in which the Company or any Subsidiary thereof is a party or against the Seller orAffiliate thereof which directly affect the Company or any of its Subsidiaries or which directly affect the properties or assets of theCompany or any of its Subsidiaries, except for any such Actions or Orders which are not material to the Business. Except as set forth onSchedule 3.8, neither Seller nor any of its Affiliates have any claims or causes of action against the Company’s or its Subsidiaries’ officersor directors.

3.9 Compliance with Law. Except as set forth on Schedule 3.9, the Company and its Subsidiaries have, during the three-yearperiod immediately preceding the date of this Agreement, complied and are, as of the date of this Agreement, in compliance with all Lawsapplicable to the Business, except for any failures to comply which are not material to the Business. It is the intent of the Parties that thisrepresentation and warranty is not applicable to matters relating to (i) Taxes, (ii) employee benefit or labor and employment matters, or(iii) environmental matters, which are the subject of Sections 3.3, 3.10 and 3.11, respectively.

3.10 Employees and Employee Benefit Matters.

(a) Employees.

(i) Schedule 3.10(a) contains a list of all persons who are employees, independent contractors or consultants of the Company andits Subsidiaries as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized orunauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time);(iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; (vi) adescription of the fringe benefits provided to each such individual as of the date hereof and (vii) whether such person is employed orengaged pursuant to a written agreement. As of the date hereof, all compensation, including wages, commissions and bonuses, payableto all employees, independent contractors or consultants of the Company or its Subsidiaries for services performed on or prior to thedate hereof have been paid in full (or accrued in full on the balance sheet contained in the Final Closing Balance Sheet, except withrespect to any payment period that began prior to the Closing Date and will conclude following the Closing Date) and, except as setforth on Schedule 3.4 (Material Contracts), there are no outstanding agreements, understandings or commitments of the Company orany of its Subsidiaries with respect to any compensation, commissions or bonuses.

-24-

(ii) The Company and its Subsidiaries are in compliance with all applicable Laws relating to employment, including applicableLaws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment,retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, classification, overtime compensation,child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety,workers’ compensation, leaves of absence and unemployment insurance, except for such violations which would not reasonably beexpected to result in a material Liability to the Company. There are no Actions against the Company or any of its Subsidiaries pending,or to the Seller’s Knowledge, threatened to be brought or filed, by or with any Governmental Entity or arbitrator in connection with theemployment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Company orits Subsidiaries, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay,wage and hours or any other employment related matter arising under applicable Laws.

(iii) No collective bargaining agreement is currently in place or being negotiated by the Company, any of its Subsidiaries or anyEmployees in respect of the Business.

(iv) There are no pending or, to the Knowledge of Seller, threatened union organizing activities involving the Employees. There isno labor strike, dispute, work slowdown or stoppage pending or, to the Knowledge of Seller, threatened against the Company or anySubsidiary thereof.

(v) Neither the Company nor its Subsidiaries is engaged in any unfair labor practice and no unfair practice complaint, grievanceor arbitration proceeding is pending or, to the Seller’s Knowledge, threatened against the Company and its Subsidiaries

(b) Employee Plans.

(i) Schedule 3.10(b)(i) lists all Employee Plans and Non-US Plans. The Company has furnished or made available to Buyer true,correct and complete copies of all the Employee Plans and Non-US Plans, as amended to the date hereof, and of all related fundingdocuments.

(ii) All contributions or premiums required to be paid by the Company and its Subsidiaries under the terms of each EmployeePlan and Non-US Plan have timely been made in accordance with the terms thereof.

(iii) Each Employee Plan has been established and maintained in compliance with its terms and the requirements of all applicableLaws (including ERISA

-25-

and the Code), except as would not reasonably be expected to result in material Liability to the Company. Each Employee Plan that isintended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the InternalRevenue Service (the “IRS”) with respect to its qualified status under Section 401(a) of the Code or has pending or has time remainingin which to file an application for such determination from the IRS (or the Company and its Subsidiaries are entitled to rely on afavorable opinion or advisory letter issued by the IRS in accordance with respect to the qualified status of the plan document), and, tothe Knowledge of Seller, there is no fact or circumstance that exists that would, individually or in the aggregate, reasonably be likely togive rise to the revocation of such qualified status.

(iv) No event has occurred and no condition exists that would, individually or in the aggregate, reasonably be likely to subject theCompany or any of its Subsidiaries to any fine, lien, or penalty imposed by ERISA or the Code in respect of any Employee Plan.

(v) Neither the Company nor any ERISA Affiliate maintains or contributes to or has within the past six complete calendar yearsmaintained or contributed to, or been required to contribute to, an “employee pension benefit plan” (within the meaning of Section 3(2)of ERISA) that is subject to Title IV of ERISA, is a “Multiemployer Plan” or is a multiple employer plan (within the meaning ofSection 4063 of ERISA or Section 413(c) of the Code) or, except as would not, individually or in the aggregate, reasonably be likely tohave a materially adverse effect on the Company, its Subsidiaries or the Business, has any liability, directly or indirectly, with respectto such plans. Except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state or locallaw or as is reflected on the Financial Statements, neither the Company nor any ERISA Affiliate is obligated to provide any retireehealth or life insurance benefits to any employee or former employees of the Company or any of its Subsidiaries.

(vi) Excluding claims for benefits under any Employee Plan or Non-US Plan and except as would not, individually or in theaggregate, reasonably be likely to have a materially adverse effect on the Company, its Subsidiaries or the Business, (A) there is noaction, suit, audit or claim or, to the Knowledge of the Seller, proceeding or investigation pending against or involving or, to theKnowledge of the Seller, threatened against or involving any Employee Plan or Non-US Plan before any court or arbitrator or anyGovernmental Entity, or federal, state or local official that would, individually or in the aggregate, reasonably be likely to subject theCompany or any of its Subsidiaries to a material liability, except those first arising after the date hereof in the ordinary course ofbusiness and (B) to the Knowledge of the Seller, there are no facts or circumstances existing that would, individually or in theaggregate, reasonably be likely to give rise to such actions, suits, audits, claims or proceedings.

(vii) There has been no amendment to or announcement by, the Company or any of its Subsidiaries relating to, or change inemployee participation or coverage under, any Employee Plan or Non-US Plan that would increase materially the expense ofmaintaining such plan above the level of the expense incurred therefor for the most recent fiscal year.

-26-

(viii) Neither the execution of this Agreement nor the consummation of the transaction contemplated hereby will (whether aloneor in connection with any other event(s)): (A) entitle any employee of the Company or any of its Subsidiaries to severance pay or anyincrease in severance pay (or other compensation or benefits) upon any termination of employment; (B) accelerate the time of paymentor vesting or result in any payment or funding (through a grantor trust or otherwise) of any Employee compensation or benefits under,or increase the amount payable pursuant to, any of the Employee Plans or Non-US Plans; (C) limit or restrict the right of the Companyor any of its Subsidiaries or, after the consummation of the transaction, Buyer or any of its Subsidiaries, to merge, amend or terminateany of the Employee Plans or Non-US Plans (other than solely pursuant to applicable Law); or (D) result in payments under any of theEmployee Plans in effect as of immediately prior to the Closing that would not be deductible under Section 280G of the Code.

(ix) No Employee Plan provides any person with any amount of additional compensation if such individual is provided amountssubject to excise or additional taxes imposed under Sections 409A or 4999 of the Code.

(x) Each Employee Plan that is a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) isin documentary compliance in all material respects with Section 409A of the Code and the guidance provided thereunder and has beenoperated and administered in compliance in all material respects with Section 409A of the Code and the guidance provided thereunder.

(xi) Each Non-U.S. Plan has been maintained in compliance in all material respects with its terms and the requirements of any andall applicable Laws and has been maintained, where required, in good standing with applicable regulatory authorities.

3.11 No Brokers or Finders. Except for the fees and commissions payable to Stifel, Nicolaus and Company, Incorporated,which will be the sole responsibility of Seller, no agent, broker, finder, or investment or commercial banker, or other Person or firmengaged by or acting on behalf of Seller or any of its Affiliates in connection with the negotiation, execution or performance of thisAgreement or the transactions contemplated by this Agreement, is or will be entitled to any broker’s or finder’s or similar fee or othercommission arising in connection with this Agreement.

3.12 Permits. The Company and its Subsidiaries hold all material Permits that are required by any Governmental Entity toconduct the Business as now conducted and all such material Permits are valid and in full force and effect, except for any such Permitswhich are not material to the Business. All fees and charges with respect to such Permits as of the date hereof have been paid in full. ToSeller’s Knowledge, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result inthe revocation, suspension or material limitation of any such Permit.

-27-

3.13 Intellectual Property.

(a) Schedule 3.13 lists (i) all Company IP Registrations, and (ii) Company Intellectual Property, including software, thatare not registered but that are material to the Business. All such Company Intellectual Property is valid and enforceable to the Knowledgeof Seller. All required filings and fees related to the Company IP Registrations have been timely filed with and paid to the relevantGovernmental Entities and authorized registrars.

(b) Schedule 3.13 lists all Company IP Agreements that are material to the Business. Seller has provided Buyer with trueand complete copies of all such Company IP Agreements, including all modifications, amendments and supplements thereto and waiversthereunder, except for off-the-shelf software licenses that have not been modified or customized for the Company or any of its Subsidiaries.Each Company IP Agreement is valid and binding on the Company or its Subsidiaries in accordance with its terms and, to the Knowledgeof Seller, is in full force and effect. Except as set forth on Schedule 3.13, neither the Company and, to the Knowledge of Seller, any otherparty thereto, is in breach of or default under (or is alleged to be in breach of or default under) of any Company IP Agreement in a mannerreasonably likely to result in material liability. The Company has not provided or received any written notice of breach or default of or anyintention to terminate, any Company IP Agreement.

(c) The Company or its Subsidiary, as applicable, is the sole and exclusive legal and beneficial, and with respect to theCompany IP Registrations, record, owner of all right, title and interest in and to the Company Intellectual Property. To the Knowledge ofSeller, the Company or its Subsidiaries have the valid right to use all other Intellectual Property used in or necessary for the conduct of theBusiness, free and clear of all Liens other than Permitted Liens.

(d) The Company and its Subsidiaries have taken commercially reasonable steps to protect and preserve theconfidentiality of all trade secrets included in the Company Intellectual Property, including requiring all Persons having access thereto toexecute written non-disclosure agreements.

(e) To the Knowledge of Seller, the conduct of the Business as currently and formerly conducted, and the products,processes and services of the Company and its Subsidiaries, have not infringed, misappropriated, diluted or otherwise violated, and do notinfringe, dilute, misappropriate or otherwise violate the Intellectual Property of any Person. To the Knowledge of Seller, no Person hasinfringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, anyCompany Intellectual Property.

(f) There are no Actions (including any oppositions, interferences or re-examinations) settled, pending or threatened(including in the form of offers to obtain a license): (i) alleging any interference, dilution, infringement, misappropriation or violation bythe Company or any of its Subsidiaries of (including any claim that the Company or any of its Subsidiaries must license or refrain fromusing) any Intellectual Property of a third party; (ii) challenging the validity, enforceability, registrability or ownership of any Company

-28-

Intellectual Property or the Company’s and its Subsidiaries’ rights with respect to any Company Intellectual Property; or (iii) by theCompany, any of its Subsidiaries or any other Person alleging any infringement, misappropriation, dilution or violation by any Person ofthe Company Intellectual Property.

(g) Neither the Company nor any of its Subsidiaries is subject to any outstanding or prospective Order (including anymotion or petition therefor) that does or would restrict or impair the use of any Company Intellectual Property in any jurisdiction where theCompany or its Subsidiaries carry on the Business.

(h) To the Knowledge of Seller, no third party has infringed or misappropriated any Intellectual Property that is, as of thedate hereof, licensed by the Company or any Subsidiary. To the Knowledge of Seller, no third party has used any trademarks or servicemarks in any manner that is likely to cause confusion with or dilution of the trademarks and service marks used in the operation of theBusiness.

3.14 Environmental.

(a) The Company and its Subsidiaries are, and have been during the three (3)–year period immediately preceding thedate hereof, in material compliance with all applicable Environmental Laws, except for any failures to comply which are not material to theBusiness.

(b) The Company and its Subsidiaries are not subject to any outstanding order, consent, decree, claim, action or writtennotice from any Governmental Entity or third party regarding any actual or alleged violation of, or any liabilities or potential liabilitiesunder, Environmental Laws or related to the presence or release of any Hazardous Substance, except for any orders, consents, decrees,claims, actions or notices which are not material to the Business, the Company or its Subsidiaries.

(c) To the Knowledge of the Seller, there are no Hazardous Substances present on, at, in or under any real propertycurrently or formerly owned, leased or operated by the Company or its Subsidiaries in quantities above those allowed by applicableEnvironmental Laws and for which the Company or its Subsidiaries is or may be responsible, except to the extent not material to theBusiness, the Company or its Subsidiaries.

(d) To the Knowledge of the Seller, neither the Company nor its Subsidiaries has expressly provided any indemnity forany known liability of any other person under any Environmental Laws, except for any indemnities which are not material to the Business,the Company or its Subsidiaries.

(e) To the Knowledge of the Seller, there are no underground storage tanks or related piping for which the Company orits Subsidiaries is responsible at any Leased Real Property.

-29-

(f) To the Knowledge of Seller, the Company and its Subsidiaries do not have any environmental reports, studies,assessments or audits relating to environmental matters with respect to the Leased Real Property.

3.15 Insurance. Schedule 3.15 sets forth a true and complete list of all current policies or binders of fire, liability, productliability, umbrella liability, real and personal property, workers’ compensation, vehicular, directors’ and officers’ liability, fiduciaryliability and other casualty and property insurance maintained by Seller or its Affiliates (including the Company and its Subsidiaries), ineach case, which provide coverage directly to the Business, relating to the employees, officers and directors of the Company and itsSubsidiaries (collectively, the “Insurance Policies”) and true and complete copies of such Insurance Policies have been made available toBuyer. Such Insurance Policies are in effect, it being acknowledged that, as of immediately following the Closing, the Company and itsSubsidiaries shall not be covered by such Insurance Policies for any claims arising at or following the Closing. All premiums due on suchInsurance Policies have either been paid or, if due and payable prior to Closing, will be paid prior to Closing in accordance with thepayment terms of each Insurance Policy. There are no outstanding material claims related to the Business pending under any suchInsurance Policies as to which coverage has been denied or in respect of which there is an outstanding reservation of rights. The InsurancePolicies applicable to the Company are, to the Knowledge of Seller, of the type and in the amounts customarily carried by Personsconducting a business similar to the Business.

3.16 Intercompany Obligations and Contracts. As of the Closing Date, except as set forth on Schedule 3.16, there are noIntercompany Obligations or Contracts by and between the Company and its Subsidiaries, on the one hand, and any Seller or any Affiliateof any Seller (other than the Company or any Subsidiary thereof), on the other hand.

3.17 Books and Records. At the Closing, all of the minute books, registers and stock record books maintained by the Companyand its Subsidiaries will be in the possession of the Company and the applicable Subsidiaries.

3.18 Accounts Receivable. Except as set forth on Schedule 3.18, the accounts receivable reflected on the Company InterimFinancial Statements and the accounts receivable arising after the date thereof (a) have, in all material respects, arisen from bona fidetransactions entered into by the Company or its Subsidiaries involving the sale of goods or the rendering of services in the ordinary courseof business consistent with past practice and (b) constitute, in all material respects, valid claims of the Company, a Subsidiary thereof or anAffiliate thereof that is subject to Article 5 of the Transition Services Agreement. The reserve for bad debts shown on the Company InterimFinancial Statements or, with respect to accounts receivable arising after November 30, 2016, on the accounting records of the Companyand its Subsidiaries have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and theabsence of disclosures normally made in footnotes.

3.19 Customers and Suppliers.

(a) Schedule 3.19(a) sets forth (i) each customer who has paid aggregate consideration to the Company or its Subsidiariesfor goods or services rendered in an amount

-30-

greater than or equal to $125,000 for each of the two most recent fiscal years (collectively, the “Material Customers”); and (ii) the amountof consideration paid by each Material Customer during such periods. Except as set forth in Schedule 3.19(a), neither the Company nor anyof its Subsidiaries has received any notice that any of its Material Customers has ceased, or intends to cease after the Closing, to use itsgoods or services or to otherwise terminate or materially reduce its relationship with the Company or the applicable Subsidiary.

(b) Schedule 3.19(b) sets forth (i) each supplier to whom the Company or any Subsidiary has paid consideration forgoods or services rendered in an amount greater than or equal to $125,000 for each of the two most recent fiscal years (collectively, the“Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. Except as set forth on Schedule3.19(b), neither the Company nor any of its Subsidiaries has received any notice that any of its Material Suppliers has ceased, or intends tocease, to supply goods or services to the Company or to otherwise terminate or materially reduce its relationship with the Company or itsSubsidiaries.

3.20 Inventory. All material inventory, whether or not reflected in the Company Financial Statements, consists of a quality thatis, in all material respects, usable and salable in the ordinary course of business, except for obsolete, damaged, defective or slow-movingitems that have been written off or written down to fair market value or for which adequate reserves have been established. All inventory isowned by the Company and its Subsidiaries free and clear of all Liens (other than Permitted Liens), and no inventory is held on aconsignment basis.

3.21 Business Continuity. Immediately following the consummation of the transactions contemplated by this Agreement andthe Transition Services Agreement, Buyer shall own or have access to those assets and services required to allow the Business to beconducted by Buyer in all material respects as conducted by the Company immediately prior to the Closing, except to the extent resultingfrom an action or omission of Buyer (e.g., a sale or disposition of an asset).

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF BUYER

Except as otherwise indicated on the Disclosure Schedules hereto, Buyer represents and warrants to Seller that the statements set forthin this Article IV are true and correct as of the date hereof:

4.1 Organization and Related Matters. Buyer is a Delaware limited liability company duly organized, validly existing and ingood standing under the Laws of the jurisdiction of its organization. Buyer has the necessary corporate power and authority to execute,deliver and perform this Agreement and the Ancillary Agreements. Buyer has all necessary corporate power and authority to carry on itsbusiness as now being conducted.

4.2 Authorization; No Conflicts. The execution, delivery and performance of this Agreement and the Ancillary Agreements byBuyer have been duly and validly authorized

-31-

by the Managing Member of Buyer and by all other necessary limited liability company action on the part of Buyer. No approval ofBuyer’s holders of Equity Interests is required for Buyer to execute and deliver this Agreement or any Ancillary Agreement, or to performthe transactions contemplated by this Agreement or any Ancillary Agreement. This Agreement constitutes, and the Ancillary Agreementswill constitute upon the execution thereof by each applicable contemplated party thereto, the legally valid and binding obligation of Buyer,enforceable against Buyer in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency,reorganization, fraudulent conveyance, moratorium and other similar Laws and equitable principles relating to or limiting creditors’ rightsgenerally, and as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defensesand to the discretion of a court of competent jurisdiction before which any proceeding may be brought. The execution, delivery andperformance of this Agreement and the Ancillary Agreements by Buyer will not (i) violate, or constitute a breach or default (whether uponlapse of time and/or the occurrence of any act or event or otherwise) under the Organizational Documents of Buyer, (ii) result in a breachof, or default under (or give rise to a right of termination, cancellation, modification or acceleration) any material Contract to which Buyer isa party, or (iii) require any Approvals to be obtained, except in the case of the foregoing (ii) and (iii) for any such breaches, default orApprovals which have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect onBuyer’s ability to perform its obligations under this Agreement.

4.3 Actions. There is no Order or Action pending or, to the Knowledge of Buyer, threatened against or affecting Buyer, in eachcase, which could adversely affect Buyer’s performance under this Agreement or any Ancillary Agreement or that seeks to delay or preventthe transactions contemplated by this Agreement or any Ancillary Agreement.

4.4 Compliance with Law. Buyer is in compliance with all Laws applicable to its business, except for violations which have nothad, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Buyer’s ability to performits obligations under this Agreement. No action has been taken by Buyer or, as applicable, any manager, member, director, officer, agent,employee or any Affiliate thereof, directly or indirectly, that would result in a violation by any such Person(s) of the Foreign CorruptPractices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of themails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorizationof the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value to any “foreignofficial” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office,in contravention of the FCPA, and Buyer and, as applicable, each manager, member, director, officer, agent, employee and Affiliate thereof,has conducted its business in compliance with the FCPA.

4.5 No Brokers or Finders. No agent, broker, finder or investment or commercial banker, or other Person or firms engaged byor acting on behalf of Buyer or its Affiliates in connection with the negotiation, execution or performance of this Agreement or thetransactions contemplated by this Agreement, is or will be entitled to any broker’s or finder’s or similar fees or other commissions arising inconnection with this Agreement or the transactions contemplated by this Agreement.

-32-

4.6 Investment Representation. Buyer is aware that the Shares are not registered under the Securities Act. Buyer is an“accredited investor” as defined under the Securities Act and possesses such knowledge and experience in financial and business mattersthat it is capable of evaluating the merits and risks of its investments hereunder. Buyer is acquiring the Shares from Seller for its ownaccount as principal, for investment purposes only and not with a view to the distribution thereof. Buyer agrees that the Shares will not besold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without qualification by a prospectus filed in accordancewith applicable Law, except pursuant to a valid exemption from the requirement to file a prospectus under the applicable Law.

ARTICLE V[RESERVED]

ARTICLE VICONTINUING COVENANTS

6.1 Cooperation; Books and Records.

(a) In order to facilitate the resolution of any claims made by or against or incurred or initiated by Seller prior to or inrespect of the period preceding the Closing, and for various other purposes, for a period of six years after the Closing, Buyer shall:

(i) retain the books and records (including personnel files) of the Company and its Subsidiaries relating to periodsprior to the Closing in a manner reasonably consistent with the prior practices of the Company and its Subsidiaries; and

(ii) upon reasonable notice, afford the Representatives of Seller reasonable access (including the right to make, atSeller’s expense, photocopies), during normal business hours, to such books and records;

provided, however, that any books and records related to Tax matters shall be retained pursuant to the periods set forth inArticle VIII. At and after the expiration of the period set forth in clause (a) above, if Seller or any of its Affiliates haspreviously requested in writing that such books and records be preserved, Buyer shall either preserve such books andrecords and other documents for such reasonable period as may be requested by Seller or any of its Affiliates or transfersuch books and records to Seller or its designated Affiliate.

In addition, for a period of two years following the Closing, Buyer shall, at the sole cost and expense of Seller, reasonablycooperate with Seller with respect to the foregoing, including by providing Seller, following reasonable notice, withreasonable access during normal business hours to the Company’s and its Subsidiaries’ personnel, employees and agents(including in connection with activities performed with respect to Section 2.4).

-33-

(b) In order to facilitate the resolution of any claims made by or against or incurred or initiated by Buyer or the Companyor any of its Subsidiaries after or in respect of the period following the Closing, and for various other purposes, for a period of six yearsfollowing the Closing, Seller shall:

(i) retain the books and records (including personnel files) of Seller which relate to the Company or its Subsidiariesand their respective operations for periods prior to the Closing; and

(ii) upon reasonable notice, afford the Representatives of Buyer or the Company reasonable access (including theright to make, at Buyer’s expense, photocopies), during normal business hours, to such books and records;

provided, however, that any books and records related to Tax matters shall be retained pursuant to the periods setforth in Article VIII. At and after the expiration of the period set forth in clause (b) above, if Buyer has previouslyrequested in writing that such books and records be preserved, Seller shall, at the sole cost and expense of Buyer, eitherpreserve such books and records and other documents for such reasonable period as may be requested by Buyer or transfersuch books and records to Buyer.

In addition, for a period of two years following the Closing, Seller shall reasonably cooperate with Buyer with respect tothe foregoing, including by providing Buyer, following reasonable notice, with reasonable access during normal businesshours to the Seller’s personnel, employees and agents.

(c) Neither Buyer nor Seller shall be obligated to provide the other party with access to any books or records (includingpersonnel files) pursuant to this Section 6.1 where such access would violate any Law. Except as provided in Section 13.20, Seller andBuyer acknowledge and agree that the attorney-client, work product and other legal privileges that may exist with respect to the Companyor any Subsidiary thereof shall, from and after the Closing Date, be deemed to be joint privileges of Seller and Buyer, and neither Seller norBuyer shall knowingly waive any such privilege without the prior written consent of the other Party (which consent shall not beunreasonably withheld, conditioned or delayed).

6.2 Acknowledgment of Limitation of Warranties.

(a)Buyer hereby acknowledges that it:

(i)is an informed and sophisticated participant in the transactions contemplated by this Agreement;

(ii)has conducted a thorough review and analysis of the business, operations, assets, liabilities, results of operations, financialcondition, technology and prospects of the Company and its Subsidiaries; and

-34-

(iii) has been provided access to the personnel, properties, premises and records of the Company and the Company’s Subsidiariesthat it considered sufficient for purposes of enabling it to give this acknowledgement and execute this Agreement.

(b) Accordingly, Buyer hereby agrees that except as expressly set forth in Article III of this Agreement, the Shares, theBusiness and the assets and liabilities of the Company and its Subsidiaries are transferred “AS IS,” “WHERE IS” AND, SUBJECT ONLYTO THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND, TO THIS EXTENTAPPLICABLE, THE ANCILLARY AGREEMENTS, AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY OF ANYKIND OR NATURE WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, AND IN PARTICULAR, WITHOUTEXPRESS OR IMPLIED WARRANTY OR REPRESENTATION AS TO:

(i) CONDITION, VALUE, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY SPECIFIC PURPOSE AS TOANY OF THE ASSETS OR PROPERTIES OF THE COMPANY AND ITS SUBSIDIARIES;

(ii) THE OPERATION OF THE BUSINESS BY BUYER AFTER THE CLOSING IN ANY MANNER;

(iii) THE PROBABLE SUCCESS OR PROFITABILITY OF THE OWNERSHIP, USE OR OPERATION OF THE BUSINESSOR ASSETS OF THE COMPANY AND ITS SUBSIDIARIES BY BUYER AFTER THE CLOSING; OR

(iv) ANY OTHER ACTUAL OR PURPORTED REPRESENTATIONS OR WARRANTIES OF ANY KIND ORDESCRIPTION OR RESULTING FROM THE DISTRIBUTION TO BUYER, OR BUYER’S USE OF, ANY INFORMATION,INCLUDING THE CONFIDENTIAL INFORMATION MEMORANDUM DISTRIBUTED BY STIFEL, NICOLAUS ANDCOMPANY, INCORPORATED, THAT CERTAIN MAINTECH FINANCIAL DUE DILIGENCE REPORT WITH RESPECT TOTHE COMPANY AND ITS SUBSIDIARIES, DATED AS OF OCTOBER 12, 2015, ISSUED BY GRANT THORNTON LLP ORANY OTHER INFORMATION, PROJECTIONS, DOCUMENTS OR MATERIALS OF ANY KIND OR DESCRIPTION MADEAVAILABLE TO BUYER AT ANY TIME IN ANY “DATA ROOMS” MANAGEMENT PRESENTATIONS, “BREAK-OUT”DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED BY OR ON BEHALF OF BUYER, WHETHER ORALLY OR INWRITING, OR IN ANY OTHER FORM IN EXPECTATION OR FURTHERANCE OF THE TRANSACTIONS CONTEMPLATEDBY THIS AGREEMENT.

6.3 Insurance Matters.

(a) Buyer acknowledges and agrees that, from and after the Closing, where applicable, (i) Seller or its Affiliates willterminate coverage of the Company and its Subsidiaries under any and all insurance policies (including property/casualty and workers’compensation policies) maintained immediately prior to the Closing by Seller or any of its

-35-

Affiliates (other than the Company and its Subsidiaries) (collectively, “Seller’s Insurance Policies”), (ii) none of the Company, itsSubsidiaries, the Business nor any Covered Person will be covered under Seller’s Insurance Policies for any actions, omissions or eventsoccurring after the Closing, (iii) Buyer shall become solely responsible for procuring, maintaining and paying for all insurance policies withrespect to the Company, its Subsidiaries, the Business and the Covered Persons except as set forth below and (iv) Seller and its Affiliates(other than the Company and its Subsidiaries) shall retain all right, title and interest in and to Seller’s Insurance Policies, including the rightto any credit or return premiums due, paid or payable in connection with the termination thereof.

(b) Notwithstanding clause (a) above:

(i) Seller acknowledges and agrees that Seller shall (x) maintain a directors and officers liability insurance policy (the“D&O Insurance Policy”), with prior acts coverage, for the benefit of the directors and officers of the Company and itsSubsidiaries who were acting in such capacities prior to the Closing Date (the “Outgoing D&Os”) for any acts andomissions which are, by the terms of such D&O Insurance Policy, covered by such policy, (y) continue the coverage ofthe Outgoing D&Os under the D&O Insurance policy for at least 6 years following the Closing Date and (z) the insurancecoverage applicable to the Outgoing D&Os shall be on the same terms and conditions that apply to the then-servingofficers and directors of Volt and its Subsidiaries; and

(ii) to the extent that any (A) Outgoing D&O brings a claim against the Company or any of its Subsidiaries forindemnification relating to acts or omissions of the Outgoing D&O or (B) third party brings a claim against the Companyor any of its Subsidiaries for acts or omissions of any Outgoing D&O, in each case, (x) that occurred prior to the ClosingDate, (y) which is covered by the D&O Insurance and (z) is made on or before the 6th anniversary of the applicableunderlying acts or omissions of the Outgoing D&O giving rise to the claim (each such claim, a “D&O Claim”), Buyershall provide prompt written notice to Volt after receiving notice from any Outgoing D&O of any D&O Claim or sufferinga loss that gives rise to a D&O Claim and Volt shall promptly file such D&O Claim against the insurer and Volt shallindemnify Buyer for any Losses incurred with respect to any D&O Claim up to an aggregate amount capped at the amountactually recovered by Volt under such D&O Insurance Policy in respect of such D&O Claim, after deduction of allinsurance deductibles, costs and expenses associated with filing and pursuing such claim and recovering such insuranceproceeds (the “Recovery Amount”). Volt shall use commercially reasonable efforts in good faith to pursue the D&OClaim against the insurer, in consultation with Buyer and the Company. Volt shall provide Buyer with all informationregarding the D&O Claim as Buyer and the Company shall reasonably request, and Buyer shall provide Volt with allinformation regarding the D&O Claim as Volt shall reasonably request. Volt shall not shall not enter into settlement of anyD&O Claim without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) ofBuyer. Notwithstanding anything to the contrary herein, under no circumstances shall the

-36-

indemnification obligations of Seller with respect to any D&O Claim under this Section 6.3(b)(ii) exceed the RecoveryAmount with respect to such D&O Claim. If a D&O Claim is tendered by Seller to the insurer but coverage is denied inwhole or in part under the D&O Insurance Policy, then upon the written request of Buyer, Seller shall provide to Buyer asummary of the relevant provisions of the applicable D&O Insurance Policy under which such coverage was denied or anyapplicable denial communication issued by the insurer and Seller shall have no obligation to indemnify Buyer under thisSection 6.3(b)(ii) with respect to the portion of such D&O Claim for which coverage is denied unless such denial isreversed by the insurer. Any indemnification obligation of Seller under this Section 6.3(b)(ii) shall be satisfied by delivery,within 5 Business Days following receipt by Seller of funds from the insurer, of an amount equal to the Recovery Amountin immediately available funds by wire transfer to an account specified in writing by Buyer. The rights and obligations ofthe parties under this Section 6.3(b)(ii) are separate and distinct from any rights that the parties may have toindemnification under Article XII (it being understood and agreed to by the parties hereto that in no event shall eitherBuyer or any Buyer Indemnitee be entitled to recover more than once in respect of any Losses).

6.4 Directors’ and Officers’ Indemnification.

(a) The Organizational Documents of the Company and the Company’s Subsidiaries shall contain provisions no lessfavorable with respect to indemnification and exculpation than are set forth in such documents immediately prior to the Closing, whichprovisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing in any manner that wouldadversely affect all present or former directors and officers of the Company and the Company’s Subsidiaries (each, a “Covered Person”)relating to service prior to the Closing. Schedule 6.4 sets forth the name of each Covered Person. In the event that any claim forindemnification or advancement of expenses is asserted or made within such six (6)-year period, all rights to indemnification andadvancement of expenses shall continue until such claim is disposed of or all Orders in connection with such claim are fully satisfied.

(b) The provisions of this Section 6.4 are expressly intended to benefit and be enforceable by the Covered Persons.

6.5 Non-Competition.

(a) From and after the Closing and until the fifth (5th) anniversary of the Closing Date, Seller shall not, and shall cause itsSubsidiaries and Controlled Affiliates not to, directly or indirectly, (i) engage or invest in any business in competition with the Business asit was conducted immediately prior to the Closing (the “Restricted Business”) in the jurisdictions in which the Business operatedimmediately prior to the execution hereof (the “Restricted Territory”), (ii) have any interest in any Person that engages, directly orindirectly, in the Restricted Business in the Restricted Territory, as a partner, shareholder, member, employee, principal, agent, orconsultant, or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of

-37-

this Agreement) between the Company or its Subsidiaries and customers or suppliers of the Company or its Subsidiaries. Notwithstandingthe foregoing, this Section 6.5(a) (A) shall not prohibit Seller or any of its Controlled Affiliates from (i) investing in or holding up to fivepercent (5%) of the outstanding Equity Interests of any Person that is engaged in competition with the Restricted Business so long as Selleris not a controlling person of, or a member of a group which controls, such Person, or (ii) conducting its own internal operations in areas inwhich Seller or its Controlled Affiliates (other than the Company and its Subsidiaries) operated immediately prior to the execution hereof,so long as such operations (x) are undertaken for the benefit of Seller or any Controlled Affiliates (other than the Company and itsSubsidiaries) thereof, (y) are not provided to third parties and (z) are not operations or services of a nature supplied or to be supplied toSeller or its Controlled Affiliates by the Company or its Subsidiaries pursuant to the IT Master Services Agreement (which clause (z) shallapply for the term of the IT Master Services Agreement as renewed, extended, modified or otherwise supplemented). For purposes of thisSection 6.5, “Controlled Affiliates” shall mean those Affiliates of Seller that are directly or indirectly controlled by Seller, provided thatVolt and each of its Subsidiaries shall be deemed to be Controlled Affiliates. For the avoidance of doubt, the execution, delivery andperformance of the Services Agreements in accordance with their terms shall not be a violation of this Section 6.5.

(b) Seller acknowledges that the restrictions contained in this Section 6.5 are reasonable and necessary to protect thelegitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactionscontemplated by this Agreement. In the event that any covenant contained in this Section 6.5 should be adjudicated during the term thereofto exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court isexpressly empowered to reform such covenant, and such covenant shall thereupon be deemed reformed, in such jurisdiction to themaximum time, geographic, product or service, or other limitations permitted by applicable Law that do not exceed the stated terms of suchcovenant contained herein. The covenants contained in this Section 6.5 and each provision hereof are severable and distinct covenants andprovisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable theremaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not, in and of itself,invalidate or render unenforceable such covenant or provision in any other jurisdiction.

6.6 Settlement of Intercompany Obligations. Seller shall cause all Intercompany Obligations payable to the Company or itsSubsidiaries by Seller or any of Seller’s Affiliates (other than the Company and its Subsidiaries) outstanding prior to the Closing to be paid,satisfied, retired or otherwise settled effective as of immediately prior to the Closing within 45 days from Closing Date with no resultingeconomic benefit or detriment to the Company or its Subsidiaries. Seller shall cause all Intercompany Obligations payable by the Companyor its Subsidiaries to Seller or any of Seller’s Affiliates (other than the Company and its Subsidiaries) outstanding prior to the Closing to bepaid, satisfied, retired or otherwise settled effective as of immediately prior to the Closing with no resulting economic benefit or detrimentto the Company or its Subsidiaries. Buyer shall reasonably cooperate with Seller in any actions taken by Seller necessary to accomplishsuch settlement of the Intercompany Obligations, and in no event shall Buyer, the Company or any of its Subsidiaries or Seller be requiredto make or

-38-

receive any cash payment in connection with the payment, satisfaction, retirement or other settlement of Intercompany Obligations.Notwithstanding anything to the contrary herein and for the avoidance of doubt, Buyer shall not be entitled to recover more than once forany Losses sustained as a result of the settlement of Intercompany Obligations.

6.7 Certain Services Agreements. Recognizing the existing operational interdependencies between the Business, on the onehand, and Seller and its Affiliates, on the other hand, the Parties and certain of their respective Affiliates shall enter into, at the Closing, theIT Master Services Agreement, substantially in the form attached hereto as Exhibit B (the “IT Master Services Agreement”), theTransition Services Agreement, substantially in the form as attached hereto as Exhibit C (the “Transition Services Agreement” and,together with the IT Master Services Agreement, the “Services Agreements”).

6.8 [Reserved].

6.9 Confidentiality. From time to time in connection with the negotiation, preparation and performance of this Agreement, eachParty hereto (as a “Disclosing Party”) has disclosed or made available to the other Party (as a “Receiving Party”) information, whetherwritten or oral, about its business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cashflows or prospects (the “Confidential Information”). From and after the Closing, each Receiving Party shall, and shall cause its Affiliatesto, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence the terms of thisAgreement and any and all Confidential Information, except to the extent that such information (a) is or becomes generally available to orknown by the public through no breach by such Receiving Party or any of its controlled Affiliates, (b) becomes available to such ReceivingParty, any of its Affiliates or their respective Representatives on a non-confidential basis, from and after the Closing from sources which arenot known to such Receiving Party to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation, (c) isindependently developed by such Receiving Party or its employees without the benefit of any Confidential Information or (d) is generallymade available to third parties by the Disclosing Party without restriction on disclosure. If a Receiving Party or any of its Affiliates or theirrespective Representatives are compelled to disclose any Confidential Information by judicial or administrative process or otherwise byLaw or similar process, such Receiving Party shall, to the extent lawful and practicable, promptly notify the Disclosing Party in writing andshall disclose only that portion of such information which such Receiving Party is advised by its counsel is requested or required to bedisclosed, provided that such Receiving Party shall, at the Disclosing Party’s sole cost and expense, use commercially reasonable efforts toobtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

6.10 WARN Act. Buyer and its Subsidiaries shall be responsible for, and shall indemnify Seller and its Affiliates against anyLosses with respect to, (i) compliance with the Worker Adjustment and Retraining Notification Act of 1988 and any other applicablesimilar Law (collectively “WARN”) with respect to the Company Employees, including any requirement to provide for and discharge anyand all notifications, benefits and liabilities to the Company Employees and governmental bodies that might be imposed as a result of the

-39-

consummation of the transactions contemplated by this Agreement or otherwise, and (ii) all WARN liabilities that may become due to anyemployees who suffered an employment loss prior to the Closing Date (when aggregated with any post-Closing Date employment losses orotherwise). At the Closing, Seller will provide Buyer with a list of all employees terminated, and the reason for such termination, in the 90days prior to the Closing.

6.11 Successors and Assigns. In the event Buyer or any of its successors and assigns (a) consolidates with or merges into anyother Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (b) transfers all orsubstantially all of its assets to any Person, then, and in each case, proper provision shall be made so that such successors and assigns ofBuyer honor the obligations of Buyer and its Affiliates set forth in this Article VII.

6.12 Public Announcements. Unless otherwise required by applicable Law, judicial process, administrative process or listingrequirement, no party to this Agreement shall make any public announcements in respect of this Agreement or the transactionscontemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (which consentshall not be unreasonably withheld, conditioned or delayed), and the parties shall cooperate as to the timing and contents of any suchannouncement. For the avoidance of doubt and notwithstanding anything to the contrary, Seller and its Affiliates shall be permitted todiscuss the subject matter hereof on earnings release calls and make such filings with the Securities and Exchange Commission withrespect to the subject matter hereof, in each case, as they reasonably believe to be necessary or appropriate, provided that Seller shall(i) make commercially reasonable efforts to provide Buyer with a courtesy copy of a draft of any filing with the Securities and ExchangeCommission that mentions Oak Lane Partners, LLC, Bhavin Shah or any other entity known by Seller to be affiliated with Bhavin Shah(other than Buyer and the Company) at least 24 hours prior to the filing thereof with the Securities and Exchange Commission and (ii) useits commercially reasonable efforts to the extent consistent with Law to draft such filing so as not to mention Oak Lane Partners LLC,Bhavin Shah or any other entity known by Seller to be affiliated with Bhavin Shah (other than Buyer and the Company) by name.

ARTICLE VII[RESERVED]

ARTICLE VIIITAX MATTERS

8.1 Tax Returns.

(a) Seller shall timely prepare or cause to be prepared and file or cause to be filed and pay the Tax in respect of (i) allconsolidated, combined, unitary, affiliated or similar Tax Returns that include the Company or any of its Subsidiaries, on the one hand, andSeller or any Affiliate of Seller, on the other hand, and (ii) all Tax Returns of the Company and its Subsidiaries with respect to Pre-ClosingTax Periods.

-40-

(b) Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company and itsSubsidiaries that are not described in Section 8.1(a) for all Post-Closing Periods; provided, however, that, in the event that the filing of anysuch Tax Return could result in liability hereunder or otherwise for Seller or any Affiliate of Seller, then Buyer shall furnish a draft of anysuch Tax Return to Seller for Seller’s review and comment at least thirty (30) Business Days prior to the due date (including anyextensions) for the filing of such Tax Return. Buyer will consider in good faith any reasonable comments provided by Seller and the Partieswill work to resolve any disputes regarding any such Tax Return. If any dispute with respect to any such Tax Return cannot be resolvedwithin fifteen (15) days (or such longer period as the Parties may mutually agree in writing) after receipt of such comments, then theParties shall submit the dispute to the Accounting Firm for resolution, which resolution shall be final and binding upon the Seller and theBuyer. The fees and expenses of the accounting firm incurred pursuant to this Section 8.1(b) shall be borne and paid fifty percent (50%) byBuyer, on the one hand, and fifty percent (50%) by Seller, on the other hand. Buyer, the Company, its Subsidiaries (if applicable) and theSeller will file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with suchdetermination.

(c) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and itsSubsidiaries for each Straddle Tax Period. Buyer shall furnish a draft of each such Tax Return to Seller for Seller’s review and comment atleast thirty (30) Business Days prior to the due date (including any extensions) for the filing of such Tax Return. Buyer will consider ingood faith any reasonable comments provided by Seller and the Parties will work to resolve any disputes regarding any such Tax Return. Ifany dispute with respect to any such Tax Return cannot be resolved within fifteen (15) days (or such longer period as the Parties maymutually agree in writing) after receipt of such comments, then the Parties shall submit the dispute to Accounting Firm for resolution,which resolution shall be final and binding upon the Seller and the Buyer. The fees and expenses of the accounting firm incurred pursuantto this Section 8.1(c) shall be borne and paid fifty percent (50%) by Buyer, on the one hand, and fifty percent (50%) by Seller, on the otherhand. Buyer, the Company, its Subsidiaries (if applicable) and the Seller will file all Tax Returns (including amended returns and claims forrefund) and information reports in a manner consistent with such determination.

(d) Buyer will not, and will not cause or permit the Company or its Subsidiaries to, amend, file or refile any Tax Returndescribed in Section 8.1(a) or make or revoke any Tax election for any Pre-Closing Tax Period or Straddle Tax Period or which could resultin liability hereunder or otherwise for Seller or any Affiliate of Seller without the written consent of Seller, and Seller shall have the rightto withhold its consent in its sole discretion unless required to do so by law.

(e) Any Tax Return described in Section 8.1(a)(ii), (b) or (c) will be prepared in a manner reasonably consistent with pastpractice, and will not reflect a change of any material election or accounting method, unless (i) an inconsistency with past practice or achange of a material election or accounting method would not have a material detrimental effect on Seller, Buyer, or their respectiveAffiliates or (ii) otherwise required due to a change in applicable Law.

-41-

(f) (f) Buyer will pay to Seller any amount payable on a Tax Return described in Section 8.1(a) attributable to a Post-Closing Tax Period, and Seller will pay to Buyer any amount payable on a Tax Return described in Section 8.1(c) attributable to aPre-Closing Tax Period, before the later of (i) ten (10) Business Days before such Taxes (including any estimated Taxes) are due and(ii) ten (10) days after demand for such payment, which demand will be accompanied by a draft of the applicable Tax Return (together withany accompanying schedules, statements and, if reasonably requested, supporting documentation).

8.2 Liability for Taxes.

(a) Indemnification by Seller.

(i) Effective as of the Closing, Seller shall indemnify Buyer, any Affiliate of Buyer, the Company, each of its Subsidiaries andeach Representative of the foregoing against, and agrees to hold each of them harmless from any Taxes imposed on or with respect tothe Company and its Subsidiaries with respect to Pre-Closing Tax Periods, and for any Taxes payable by the Company or any of itsSubsidiaries pursuant to Treasury Regulation section 1.1502-6 or any similar provision of state, local or foreign Law by virtue of theCompany or any Subsidiary having been a member of a consolidated, combined, unitary, affiliated or other similar Tax group thatincludes Seller or any Affiliate of Seller (other than the Company or any Subsidiary) at or before the Closing.

(ii) Notwithstanding anything contained in this Section 8.2(a), Seller will not be liable under this Article VIII for any liability tothe extent attributable to or resulting from (1) any claim, suit, Action, litigation or proceeding with respect to which Buyer did notsatisfy its obligations under Section 8.4 or in which Seller was not afforded the opportunity to participate as provided by Section 8.4,(2) any Taxes taken into account in the determination of Net Working Capital or (3) any Taxes or Losses in respect of Taxes incurredas a result of actions taken by or at the direction of the Buyer at any time after the Closing.

(b) Indemnification by Buyer.

(i) Effective as of the Closing, Buyer shall indemnify Seller and Affiliates of Seller against and agrees to hold them harmlessfrom, (1) any Taxes imposed on or with respect to the Company and its Subsidiaries for any Post-Closing Tax Period, (2) any Taxesresulting from a breach of Article VIII by Buyer or any Affiliate of Buyer and (3) any Taxes payable by Seller or any Affiliate of Sellerpursuant to Treasury Regulation section 1.1502-6 or any similar provision of state, local or foreign Law by virtue of the Company orany Subsidiary having been a member of a consolidated, combined, unitary, affiliated or other similar Tax group after the Closing.

-42-

(ii) Notwithstanding anything contained in this Section 8.2(b), Buyer will not be liable under this Article VIII for any liability tothe extent attributable to or resulting from any Tax Claim (defined below) with respect to which Seller did not (x) satisfy its obligationsunder Section 8.4, or (y) afford Buyer the opportunity to participate as provided by Section 8.4.

(c) Straddle Tax Periods.

(i) In the case of any Taxes that are payable for a Straddle Tax Period, to the extent permitted by Law or administrative practice,any taxable year of the Company or its Subsidiaries that includes the Closing Date will be treated as ending on (and including) suchday.

(ii) In the case of Taxes that are payable with respect to a Straddle Tax Period that is not treated under Section 8.2(c)(i) as endingon the Closing Date, the portion of any such Tax that is allocable to the Pre-Closing Tax Period shall be: (1) in the case of Taxes thatare either (A) Income Taxes or (B) imposed on a periodic basis and measured by the level of any item which is required to bedetermined as of the Closing Date or which is clearly determinable as of the Closing Date (provided that such determination is madeby a Party in a manner reasonably acceptable to both Parties), the amount which would be payable if the Tax year ended on the dayimmediately preceding the Closing Date and (2) in all other cases, the amount of such Taxes for the entire Straddle Tax Periodmultiplied by a fraction the numerator of which is the number of calendar days in the period prior to the Closing Date and thedenominator of which is the number of calendar days in the entire Straddle Tax Period.

8.3 Refunds. If Seller determines that the Company or any of its Subsidiaries is entitled to file or make a formal or informalclaim for refund or an amended Tax Return providing for a refund with respect to a Pre-Closing Tax Period, a Straddle Tax Period or anyperiod for which the Company or any of its Subsidiaries is included in a consolidated, combined, unitary, affiliated or other similar TaxReturn with Seller or any Affiliate of Seller, Buyer, at Seller’s request and expense, will be entitled to file or make such claim or amendedTax Return on behalf of the Company or such Subsidiary and will be entitled to control the prosecution of such refund claims, subject tothis Section 8.3. At the request of Seller, Buyer shall reasonably cooperate with Seller in obtaining any such refunds for which Seller isentitled pursuant to this Section 8.3, including through the filing of amended Tax Returns or refund claims as prepared by Seller, at theexpense of Seller; provided, however, that if any such amended Tax Return shall be prepared by Seller, Seller shall deliver or cause to bedelivered drafts of any such amended Tax Return to Buyer for its review prior to the time such amended Tax Return may be filed; andprovided, further, that Buyer shall not be required to cooperate with Seller in obtaining such refunds (or notwithstanding anything to thecontrary contained herein, consent to the filing of such amended Tax Return) if such refund would reasonably be expected to materiallyadversely affect Buyer or any of its Subsidiaries in any Straddle Tax Period or Post-Closing Tax Period. Whether or not Seller made or filedthe applicable underlying claim or amended Tax Return on behalf of the Company or such Subsidiary as hereinabove contemplated, Buyerwill, in any case, pay to Seller the amount of any refund of Taxes and interest thereon received by, or credited

-43-

against the Tax liability of, Buyer, any Affiliate of Buyer or the Company or such Subsidiary with respect to a Pre-Closing Tax Period(including the portion of any Straddle Tax Period ending on the Closing Date) within ten (10) Business Days after receipt thereof orentitlement thereto by Buyer or any Affiliate thereof.

8.4 Contests.

(a) Each Party entitled to indemnification pursuant to Section 8.2 hereof (a “Tax Indemnified Person”) agrees to givewritten notice to the Indemnifying Person (the “Tax Indemnitor”) of any written notice received by the Tax Indemnified Person or anAffiliate of such Tax Indemnified Person (including, in the case where Buyer is the Tax Indemnified Person, the Company and eachSubsidiary thereof) which involves the assertion of any claim, or the commencement of any audit, suit, Action or proceeding (collectively,a “Tax Claim”) in respect of which indemnity may be sought (an “Indemnifiable Tax”) within ten (10) Business Days of such receipt orsuch earlier time as would allow the Tax Indemnitor to timely respond to such Tax Claim. The Tax Indemnified Person will give the TaxIndemnitor such information with respect to the Tax Claim as the Tax Indemnitor may reasonably request. Such written notice shalldescribe in reasonable detail the facts constituting the basis for such Tax Indemnitor’s interests in such Tax Claim, the nature of the reliefsought, and the amount of the claimed Losses (including Taxes).

(b) The Tax Indemnitor may, at its own expense, participate in and, upon notice to the Tax Indemnified Person, assumecontrol of the defense of any Tax Claim for which it is the Tax Indemnitor. If the Tax Indemnitor assumes control, it will have theexclusive power to contest or settle the Tax Claim and determine the manner in which the contest or settlement occurs, in each case withoutthe participation of the Tax Indemnified Person. In no case will a Tax Indemnified Person settle or otherwise compromise a Tax Claimwithout the Tax Indemnitor’s prior written consent.

(c) If a Tax Claim potentially involves some Taxes for Pre-Closing Tax Periods for which Seller would be required toindemnify Buyer pursuant to Section 8.2 and other Taxes for Pre-Closing Tax Periods for which Seller would not be required to indemnifyBuyer, then, for purposes of this Section 8.4 only, Seller will be the Tax Indemnitor and Buyer will be the Tax Indemnified Person as to allsuch Tax Claims.

(d) The Tax Indemnitor may discharge, at any time, its indemnity obligations by paying the Tax Indemnified Person theamount of the applicable indemnifiable Loss, calculated on the date of such payment.

(e) Notwithstanding any provision to the contrary herein, Seller or an Affiliate of Seller shall have sole control over, andneither Buyer nor any Affiliate of Buyer shall have a right to control or participate in, any Tax Claim relating to a consolidated, combined,unitary, affiliated or similar Tax or Tax Return that includes Seller or any Affiliate of Seller.

-44-

8.5 Information and Cooperation.

(a) Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, in a timely manner, suchinformation (including access to books and records) and assistance relating to the Company and its Subsidiaries as is reasonably necessaryfor the filing of any Tax Return, for the preparation of any audit, and for the prosecution or defense of any claim, suit or proceedingrelating to any proposed adjustment.

(b) Buyer shall retain all Tax and accounting books and records, including Tax Returns, relating to the Company and itsSubsidiaries for all Pre-Closing Tax Periods and Straddle Periods for sixty (60) days after the expiration for the applicable statute oflimitations.

(c) Buyer and Seller will cooperate with each other in the conduct of any audit or other proceedings involving theCompany and its Subsidiaries for any Tax purposes and each will execute and deliver such powers of attorney and other documents as arenecessary to carry out the intent of this Section 8.5(b).

(d) Notwithstanding any provision to the contrary herein, Seller shall have no obligation to share with Buyer anyconsolidated, combined, unitary, affiliated or similar Tax Return or associated forms, documents or work papers that include Seller or anyAffiliate of Seller.

8.6 Transfer Taxes. All Transfer Taxes incurred in connection with the consummation of the transactions contemplated by thisAgreement shall be borne and paid fifty percent (50%) by Buyer, on the one hand, and fifty percent (50%) by Seller, on the other hand, andshall be paid by Buyer when due and Seller shall promptly reimburse Buyer upon Buyer’s request for one-half of the amount of anyTransfer Taxes. Buyer shall file (or cause to be filed) all necessary Tax Returns and other documentation with respect to such TransferTaxes as it is required to file, and to the extent required by applicable Law, Buyer and Seller shall, and shall cause their respective Affiliatesto, join in the execution of any such Tax Returns and other documentation prepared by the other Party. The costs of each filing made inaccordance with this Section 8.6 shall be borne by Buyer.

8.7 Tax Sharing Agreements, Etc.. All tax allocation, indemnification or sharing agreements, policies, arrangements andpractices between Seller or an Affiliate of Seller and the Company and its Subsidiaries shall be terminated as of the Closing Date. Aftersuch date, neither the Company, the Company’s Subsidiaries, Seller nor any Affiliate of Seller will have any further rights or liabilitiesthereunder and all rights, obligation or liabilities with respect to Taxes shall be governed exclusively by this Agreement.

8.8 Tax Covenants.

(a) Buyer covenants that without the prior consent of Seller it will not, and will not cause or permit the Company, theCompany’s Subsidiaries or any Affiliate of Buyer to, (i) take any action after the Closing Date other than in the ordinary course of business,including but not limited to the sale of any assets or the distribution of any dividend or the effectuation of any redemption, that could giverise to any Tax liability of Seller or any Affiliate of Seller, or any indemnification obligation of Seller under Article VIII, or (ii) make orchange any material Tax election, amend any Tax Return, take any Tax position on any Tax

-45-

Return, or compromise or settle any Tax liability, in each case if such action could have the effect of increasing the Tax liability or reducingany Tax asset of Seller or any Affiliate of Seller with respect to any Pre-Closing Tax Period or Straddle Tax Period.

(b) After the Closing Date, Buyer and its Affiliates (including the Company and its Subsidiaries) will not, without theprior written consent of Seller, agree to the waiver or any extension of the statute of limitations relating to any Taxes of the Company orany Subsidiary thereof for any Pre-Closing Tax Period or any Straddle Tax Period.

8.9 Adjustment to Price. The Parties agree to treat all payments made by either to or for the benefit of the other under thisArticle VIII or pursuant to any other Section of this Agreement as adjustments to the Purchase Price for Tax purposes unless otherwiseprohibited by Law.

8.10 Tax Survival Period and Limitations on Indemnification. Notwithstanding any provision herein to the contrary, theindemnification obligations provided for in this Article VIII shall terminate at the close of business on the date on which the applicablestatute of limitations with respect to the Tax liabilities in question expires; provided, however, that in the event that no statute of limitationsapplies to the Tax liabilities in question, then the indemnification obligations provided for in this Article VIII with respect to such Taxliabilities shall terminate at the close of business on the date that is six (6) years following the Closing Date. The RWI Policy shall be theTax Indemnified Party’s first source of recovery for any claim under this Article VIII and Buyer shall not be entitled to recovery againstSeller under this Article VIII unless and until (i) the insurer has denied the applicable claim in whole or part or (ii) the policy does not coverthe applicable claim due to the application of the RWI Policy retention, RWI Policy exclusions or similar reasons (each a “RWINon-Response”). In the event of a RWI Non-Response to a claim under this Article VIII, the Buyer shall be entitled to pursueindemnification against the Seller pursuant to, and subject to the terms of, this Article VIII to the extent of the Losses not covered by theRWI Policy.

8.11 338(h)(10) Election.

(a) At the election of Buyer, and following a direction from Buyer, the Company, its Subsidiaries and the Seller agree to joinwith Buyer in making an election under Section 338(h)(10) of the Code (and any corresponding election under state or local tax law) withrespect to the purchase and sale of the Shares hereunder (the “Section 338 Election”). If Buyer has notified Seller of its election to make aSection 338 Election, Seller and Buyer agree to cooperate in good faith with each other in the preparation and timely filing of theSection 338 Forms and any Tax Returns required to be filed in connection with the making of such an election. Seller shall make availableto Buyer such data and other information as may be reasonably requested that is required by Buyer in order to prepare and timely file theSection 338 Forms. In the event a Section 338 Election is made, Buyer and Seller agree to report the transfer of the Shares under thisAgreement consistent with such election and this Section 8.11 and shall take no position contrary thereto unless required by applicable law.

-46-

(b) Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable law and theterms of this Agreement and shall deliver such Section 338 Forms to Seller no later than ninety (90) days following the Closing Date. Sellershall have the opportunity to review and approve such Section 338 Forms (such approval not to be unreasonably withheld or delayed) andonce approved, shall execute and deliver to Buyer the Section 338 Forms within fifteen (15) days of delivery by Buyer.

(c) If the Section 338 Election is made, the allocation of the purchase price for the Shares (and any liabilities of theCompany and its Subsidiaries deemed to be assumed for Tax purposes) among the assets of the Company and its Subsidiaries will be madein accordance with a schedule to be prepared by Buyer and delivered to Seller at the same time that the Section 338 Forms are delivered toSeller in accordance with paragraph (b) above (the “Allocation”). If, within thirty (30) days after the receipt of the Allocation, Sellernotifies Buyer that Seller objects to one or more items reflected in the Allocation, then Seller and Buyer shall negotiate in good faith toresolve such dispute. If Seller and Buyer fail to resolve any such dispute within fifteen (15) days (or such longer period as the Parties maymutually agree in writing) after receipt of such objection by Seller, then the Parties shall submit the dispute to the Accounting Firm forresolution, which resolution shall be final and binding upon the Seller and the Buyer. The fees and expenses of the accounting firm incurredpursuant to this Section 8.11(c) shall be borne and paid fifty percent (50%) by Buyer, on the one hand, and fifty percent (50%) by Seller, onthe other hand. Buyer, the Company, its Subsidiaries (if applicable) and the Seller will file all Tax Returns (including amended returns andclaims for refund) and information reports in a manner consistent with such allocations.

ARTICLE IX[RESERVED]

ARTICLE XCLOSING DELIVERIES

10.1 Deliveries by Seller to Buyer at Closing. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer, thefollowing:

(a) certificates representing the Shares, duly endorsed in blank or with duly executed transfer powers, as contemplated inSection 2.1;

(b) a good standing certificate with respect to the Company and its Subsidiaries;

(c) each of the Services Agreements, executed by an officer of Seller thereunto duly authorized;

(d) copies of all approvals, consents and waivers listed on Schedule 3.7;

-47-

(e) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (FIRPTA Certificate) that Seller is not a foreignperson within the meaning of Section 1445 of the Code duly executed by Seller;

(f) a consent to lease assignment with respect to (i) that certain Lease dated April 19, 2012, between Volt and 14Commerce Realty L.L.C. (as amended by a First Amendment to Lease dated January 6, 2013 and a Second Amendment to Lease datedMarch 19, 2014, the “Cranford Lease”) and (ii) that certain Lease between Volt and River East Business Park L.P., dated August 1, 2008,as amended on May 11, 2015; and

(g) the officers, if any, of the Company or any Subsidiary thereof who will remain employed by Seller or one of itsAffiliates after the Closing Date and all members of the board of directors of the Company and each Subsidiary thereof shall havesubmitted their resignations in writing to the Company or the applicable Subsidiary thereof, as the case may be. Such resignations ofofficers and directors shall be effective as of the Closing.

10.2 Deliveries by Buyer at Closing. At the Closing, Buyer shall deliver the following to the applicable Persons hereinafterspecified:

(a) to Seller (or its designee) to an account designated by Seller at least two (2) Business Days prior to the Closing Date,the amount required to be paid by Section 2.2;

(b) a good standing certificate with respect to Buyer; and

(c) to Seller, each of the Services Agreements, executed by an officer of Buyer thereunto duly authorized.

ARTICLE XI[RESERVED]

ARTICLE XIIINDEMNIFICATION

12.1 Indemnification by the Seller.

(a) Indemnification by the Seller. Subject to the other terms and conditions set forth in this Article XII, from and after theClosing, Buyer, its directors, officers and its Affiliates (including the Company and its Subsidiaries) (each, a “Buyer Indemnified Person”)shall be indemnified by the Seller from, against and in respect of, and shall pay and reimburse each of them for any and all losses, damages,liabilities, deficiencies, Actions, judgments, interest, awards, assessments, fines, penalties, fees, costs, expenses or amounts paid insettlement (including reasonable and documented out-of-pocket costs of pursuing insurance providers for enforcing a claim made by theIndemnified Party and contested by the Indemnifying Party, but excluding attorney’s and expert’s fees and expenses and other substantiallysimilar costs other than as expressly provided in Section 12.4(e)), whether or not involving a Third Party Claim (collectively, “Losses”),incurred or suffered by the Buyer Indemnified Persons or any of them arising out of or with respect to or by reason of:

-48-

(i) any breach of, or inaccuracy in, any representation or warranty made by Seller in Article III (other than in respectof the Fundamental Representations contained therein) or in any certificate delivered by or on behalf of Seller pursuant tothis Agreement;

(ii) any breach of, or inaccuracy in, any Fundamental Representations made by Seller;

(iii) any breach or violation of any covenant, obligation or agreement of Seller in this Agreement;

(iv) any (A) unpaid Transaction Expenses incurred by the Company or any of its Subsidiaries prior to the Closing inrespect of services for the benefit of Seller, (B) any Indebtedness of the Company or any of its Subsidiaries existing on orbefore the Closing, but specifically excluding any Indebtedness outstanding in connection with the Loan and SecurityAgreement, dated February 17, 2016, by and between Bank of America, N.A. and the Company, and (C) any unsatisfiedindemnification obligations pursuant to the Loan and Security Agreement, dated February 17, 2016, by and between Bankof America, N.A. and the Company (as in effect immediately prior to the Closing) that arise out of acts or omissions of theSeller, the Company or any of its Subsidiaries occurring on or before the Closing Date, in each case specified in theforegoing clauses (A)-(C), which is not otherwise addressed in this Agreement; and

(v) any settlement of Intercompany Obligations (other than any Losses caused by the acts or omissions of Buyer;provided, that, the act of paying, satisfying, retiring or otherwise settling the Intercompany Obligations will not beconsidered an act of Buyer);

provided, however, that notwithstanding anything in this Agreement to the contrary, the Buyer Indemnified Personsshall not be indemnified under this Agreement for any Losses to the extent that the events or items giving rise to such Losses wereaccounted for in in the calculation of any adjustment to the Purchase Price pursuant to Section 2.4;

provided, further, that this Article XII shall not provide for any indemnification with respect to Taxes, for whichSeller’s sole obligation is set forth in Article VIII and which, for the avoidance of doubt, shall not be subject to the limitations or otherterms and conditions of this Article XII.

(b) Monetary Limitations on Indemnification by the Seller. Notwithstanding anything to the contrary herein:

(i) No claim may be made by the Buyer Indemnified Persons pursuant to Section 12.1(a)(i) in respect of Lossesunless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceedsthe Basket, at which point the Buyer Indemnified Persons will be indemnified for Losses in excess of such Basket.

-49-

(ii) The aggregate liability in respect of all claims for indemnification pursuant to Section 12.1(a)(i) will under nocircumstances exceed, in the aggregate, the General Cap (and shall no longer be compensable hereunder if, at the time atwhich the applicable claim pursuant to Section 12.1(a)(i) would otherwise be paid, the General Cap has already beenreached).

(iii) The RWI Policy shall be the Indemnified Party’s first source of recovery for any claim under Section 12.1(a)(i)and the Buyer shall not be entitled to recovery against the Seller under Section 12.1(a)(i) unless and until there is a RWINon-Response. In the event of a RWI Non-Response to a claim under Section 12.1(a)(i), the Buyer shall be entitled topursue indemnification against the Seller pursuant to, and subject to the terms of, this Article XII (including Section12.1(b)(ii)) to the extent of the Losses not covered by the RWI Policy.

(iv) The aggregate liability in respect of all claims for indemnification pursuant to Section 12.1(a)(ii) will under nocircumstances exceed, in the aggregate, the Specified Cap (and shall no longer be compensable hereunder if, at the time atwhich the applicable claim pursuant to Section 12.1(a)(ii) would otherwise be paid, the Specified Cap has already beenreached with respect to claims hereunder or such claim would, as of the applicable time of determination, be covered inaccordance with the terms of the RWI Policy taking into account the retention, deductible, exclusion or other similar limitsunder such policy, which RWI Policy shall be the Indemnified Party’s first source of recovery for any such claim undersuch circumstances. For the avoidance of doubt, if the retention amount under the RWI Policy has not yet been reached orthe policy limit under the RWI Policy has been exceeded, then the Buyer shall be entitled to pursue the Seller pursuant to,and subject to the terms of, this Article XII with respect to, as the case may be, claimed amounts below such retentionamount or above such policy limit, in each case, in respect of claims for indemnification pursuant to Section 12.1(a)(ii).

12.2 Indemnification by the Buyer.

(a) Indemnification by the Buyer. Subject to the other terms and conditions set forth in this Article XII, from and after theClosing, the Buyer shall (and with respect to clause (iv) below, MTECH Holdings, LLC shall, jointly and severally with Buyer) indemnifyand hold harmless the Seller and its Affiliates (each, a “Seller Indemnified Person”) from, against and in respect of any and all Lossesincurred or suffered by the Seller Indemnified Persons or any of them based upon, arising out of or with respect to or by reason of:

(i) any breach of, or inaccuracy in, any representation or warranty made by the Buyer in this Agreement in Article IV(other than in respect of the Fundamental Representations contained therein) or in any certificate delivered by or on behalfof Buyer pursuant to this Agreement;

(ii) any breach of, or inaccuracy in, any Fundamental Representations made by Buyer;

-50-

(iii) any breach or violation of any covenant or agreement of the Buyer in or pursuant to this Agreement;

(iv) (A) any Indebtedness of the Company or any of its Subsidiaries existing following the Closing, and specificallyincluding any Indebtedness outstanding in connection with the Loan and Security Agreement, dated February 17, 2016, byand between Bank of America, N.A. and the Company (or any successor thereto), and (B) any indemnification obligationspursuant to the Loan and Security Agreement, dated February 17, 2016, by and between Bank of America, N.A. and theCompany (or any successor thereto) that arise out of acts or omissions occurring following the Closing, in eachcase specified in the foregoing clauses (A)-(B), which is not otherwise addressed in this Agreement; and

(v) any payment made or to be made, or other Loss sustained, by Volt under or in connection with the CranfordLease relating to or chargeable to the period after the Closing Date.

provided, however, that notwithstanding anything in this Agreement to the contrary, the Seller Indemnified Personsshall not be indemnified under this Agreement for any Losses to the extent that the events or items giving rise to such Losses wereaccounted for in the calculation of any adjustment to the Purchase Price pursuant to Section 2.4;

provided, further, that this Section 12.2(a) shall not provide for any indemnification with respect to Taxes, forwhich Buyer’s sole obligation is set forth in Article VIII.

(b) Monetary Limitations on Indemnification by the Buyer.

(i) No claim may be made by the Seller Indemnified Persons pursuant to Section 12.2(a)(i) in respect of Lossesunless and until the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceedsthe Basket (at which point the Seller Indemnified Persons will be indemnified for Losses in excess of such Basket);

(ii) the aggregate liability in respect of all claims for indemnification pursuant to Section 12.2(a)(i) will under nocircumstances exceed, in the aggregate, $5,000,000 (the “Buyer Cap”) (and shall no longer be compensable hereunder if,at the time at which the applicable claim pursuant to Section 12.2(a)(i) would otherwise be paid, the Buyer Cap has alreadybeen reached with respect to claims hereunder); and

(iii) the aggregate liability in respect of all claims for indemnification pursuant to Section 12.2(a)(ii) will under nocircumstances exceed, in the aggregate, the Specified Cap (and shall no longer be compensable hereunder if, at the time atwhich the applicable claim pursuant to Section 12.2(a)(ii) would otherwise be paid, the Specified Cap has already beenreached with respect to such claims.

-51-

12.3 Time for Claims; Notice of Direct Claims.

(a) Time for Claims. No claim may be made or suit instituted by an Indemnified Person pursuant to this Article XII afterthe expiration of the Survival Period as applicable thereto. Notwithstanding the foregoing, any claim for indemnification in respect ofLosses of an Indemnified Person indemnifiable pursuant to this Article XII shall survive beyond the Survival Period as applicable thereto ifwritten notice of such claim shall have been provided to the applicable Indemnifying Person in accordance with Section 12.3(b) prior to theexpiration of the Survival Period as applicable thereto and shall not have been resolved or paid prior to the conclusion of the SurvivalPeriod as applicable thereto.

(b) Written Notice of Indemnification Claims. In the event that any Indemnified Person wishes to make a claim forindemnification under this Article XII, the Indemnified Person shall give prompt written notice of such claim to the applicableIndemnifying Person. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Person of itsindemnification obligations, except and only to the extent that the Indemnifying Person forfeits rights or defenses by reason of such failureor is otherwise materially prejudiced thereby. Any such notice shall describe the breach or inaccuracy and other material facts andcircumstances upon which such claim is based and the estimated amount of Losses involved, in each case, in reasonable detail in light ofthe facts then known or available to the applicable Indemnified Person.

(c) Response Time. The Indemnifying Person shall have 30 days after its receipt of notice to respond in writing to anyclaim that is not a Third Party Claim. The Indemnified Person shall allow the Indemnifying Person and its professional advisors toinvestigate the matter or circumstance alleged to give rise to any such claim that is not a Third Party Claim, and whether and to what extentany amount is payable in respect of such claim and the Indemnified Person shall assist the Indemnifying Person’s investigation by givingsuch information and assistance (including access to the Company’s and its Subsidiaries’ premises and personnel and the right to examineand copy any accounts, documents or records) as the Indemnifying Person or any of its professional advisors may reasonably request. If theIndemnifying Person does not so respond within such 30-day period, the Indemnifying Person shall be deemed to have rejected such claim,in which case the Indemnified Person shall be free to pursue such remedies as may be available to the Indemnified Person on the terms andsubject to the provisions of this Agreement.

12.4 Loss Calculation.

(a) Nature of Damages. Notwithstanding any other provision of this Agreement, no Indemnified Person shall be entitledto indemnification pursuant to this Article XII or Article VIII for any punitive damages, consequential damages or damages based upon amultiple and Losses indemnifiable hereunder shall not include such damages, except (i) to the extent, if any, such Indemnified Person isheld liable for such damages to a third party (including a Governmental Entity) or (ii) in the case of fraud.

-52-

(b) Benefits. The calculation of any Loss subject to indemnification under this Article XII or Article VIII will reflect andbe offset by (i) the amount of any Tax Benefit realized (or realizable at the election of the Indemnified Person) by the Indemnified Personsin respect of such Loss, (ii) the amount of any insurance proceeds recovered (or recoverable at the election of the Indemnified Person) bythe Indemnified Persons in respect of such Loss, including, without limitation, pursuant to the RWI Policy, and (iii) the amount of anyrecovery (or the amount recoverable at the election of the Indemnified Person) in respect of such Loss obtained from a Person or entityother than another party to this Agreement (to the extent of such recovery or such amount which is recoverable at the election of theIndemnified Person). No party hereto shall be entitled to recover Losses in respect of any claim or otherwise obtain reimbursement orrestitution more than once with respect to any claim hereunder. Without limiting the generality of the foregoing, notwithstanding anythingto the contrary in this Agreement, no Indemnified Person shall be entitled to be indemnified or otherwise compensated for the same Loss orclaim under both (x) this Article XII and Section 8.2 or (y) this Article XII and Article II. If any benefit described in the first two sentencesof this Section 12.4(b) is received by an Indemnified Person but any Loss actually paid by an Indemnifying Person hereunder was not offsetby such benefit received, the Indemnified Person shall so notify the Indemnifying Person and pay an amount equal to such benefit receivedby wire transfer of immediately available funds to the Indemnifying Person within three (3) Business Days of receipt of such benefit.

(c) Loss Mitigation. To the extent required by applicable law, each Indemnified Person shall, and shall cause itsSubsidiaries to, use commercially reasonable efforts to mitigate any Losses or potential Losses with respect to which indemnification maybe requested hereunder after any officer of such Indemnified Person obtains actual knowledge of any event which would reasonably beexpected to give rise to any Loss with respect to which indemnification may be requested hereunder; provided that any failure to so mitigateshall only reduce the rights to recover under this Agreement to the extent of the Loss that would have been avoided by such mitigation andthe burden of proving such amount shall be on the Indemnifying Person. For the avoidance of doubt, the reasonable costs of the mitigationefforts referred to in this Section 12.4(c) shall be considered Loss under this Agreement, subject to the terms and conditions hereof.

(d) Materiality Scrape. For purposes of this Article XII any inaccuracy in or breach of any representation and warranty inArticle III or Article IV, as the case may be, shall be determined without regard to any materiality or Material Adverse Effect qualificationcontained in the applicable representation or warranty.

(e) Attorneys’ Fees and Expenses. Notwithstanding any other provision contained herein, if any claim, legal action orproceeding is brought in relation to a claim for indemnification, for the enforcement of this Agreement, or because of a dispute, breach ordefault in connection with any of the provisions of this Agreement, the successful or prevailing party as determined by the applicable courtshall be entitled to recover its reasonable and documented out-of-pocket attorney’s fees and other reasonable and documented out-of-pocketcosts incurred in that claim, action or proceeding, in addition to any other relief to which such party may be entitled. For the avoidance ofdoubt, in the case of an out-of-court settlement

-53-

between the parties, reasonable and documented out-of-pocket attorney’s fees and other reasonable and documented out-of-pocket costsshall not be excluded from the determination of the terms of the settlement if, at the time of the settlement, the parties mutually determineto include such fees and costs in the terms of such settlement.

12.5 Third Party Claims.

(a) Promptly after receipt by an Indemnified Person of written notice of the assertion of a claim by any Person who is nota party to this Agreement (a “Third Party Claim”) that may give rise to an Indemnity Claim against an Indemnifying Person under thisArticle XII, the Indemnified Person shall give written notice thereof to the Indemnifying Person describing the claim and the basis forindemnification on a reasonably detailed and complete basis in light of the facts then known or available to the Indemnified Person. Thefailure to give such prompt written notice shall not, however, relieve the Indemnifying Person of its indemnification obligations, except andonly to the extent that the Indemnifying Person forfeits rights or defenses by reason of such failure or is otherwise materially prejudicedthereby. By giving written notice to the Indemnified Person, the Indemnifying Person shall have the right to assume the defense of anyThird Party Claim at the Indemnifying Person’s expense and by the Indemnifying Person’s own counsel, and the Indemnified Person shallcooperate in good faith in such defense; provided that the Indemnifying Person is the Seller, such Indemnifying Person not have the right todefend or direct the defense of any such Third Party Claim that is asserted directly by or on behalf of a Person that is a supplier or customerof the Company or its Subsidiaries. In the event that the Indemnifying Person determines to defend the Indemnified Person against suchThird Party Claim, then the Indemnified Person may retain separate co-counsel at its sole cost and expense and participate in, but not lead,the defense of such Third Party Claim; provided, that if (A) in the reasonable, good faith opinion of counsel to the Indemnified Personafter consultation with, and reasonable consideration of the comments of, counsel to the Indemnifying Person, there are material legaldefenses available to an Indemnified Person that are different from or additional to those available to the Indemnifying Person and cannotbe asserted absent the direct involvement of the Indemnified Person with its own counsel; or (B) there exists a conflict of interest betweenthe Indemnifying Person and the Indemnified Person that cannot be waived, the Indemnifying Person shall be liable for the reasonable anddocumented out-of-pocket fees and expenses of counsel to the Indemnified Person in each jurisdiction for which counsel is reasonablyrequired, but, in any case, no more than two jurisdictions. If the Indemnifying Person has the right to, but does not, assume control of thedefense of any Third Party Claim in accordance with this Section 12.5, then the Indemnifying Person will nonetheless be entitled toparticipate in the defense of such Third Party Claim and the Indemnified Person will consult with the Indemnifying Person in respect ofsuch defense. If the Indemnifying Person elects not to compromise or defend such Third Party Claim, fails to promptly notify theIndemnified Person in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of suchThird Party Claim, the Indemnified Person may, subject to Section 12.5(b), pay, compromise, defend such Third Party Claim and seekindemnification for any and all Losses based upon, arising from or relating to such Third Party Claim.

-54-

(b) Notwithstanding any other provision of this Agreement, the Indemnifying Person shall not enter into settlement ofany Third Party Claim without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of theIndemnified Person, except as provided in this Section 12.5(b). If a firm offer is made to settle a Third Party Claim (other than a Third PartyClaim by a supplier or customer of the Company or its Subsidiaries) without leading to liability or the creation of a financial or otherobligation on the part of the Indemnified Person (and without imposing any legal or equitable remedy against the Indemnified Person) andprovides, in customary form, for the release of each Indemnified Person from all liabilities and obligations in connection with such ThirdParty Claim and the Indemnifying Person desires to accept and agree to such offer, the Indemnifying Person shall give written notice to thateffect to the Indemnified Person. If the Indemnified Person fails to consent to such firm offer within ten days after its receipt of suchnotice, the Indemnified Person may continue to contest or defend such Third Party Claim and in such event, the maximum liability of theIndemnifying Person as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Person fails toconsent to such firm offer within ten days and also fails to assume the defense of such Third Party Claim within such ten-day period, theIndemnifying Person may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If theIndemnified Person has assumed the defense pursuant to Section 12.5(a), it shall not agree to any settlement without the written consent ofthe Indemnifying Person (which consent shall not be unreasonably withheld or delayed).

(c) This Section 12.5 shall not apply, and Section 8.2 shall instead apply, to any Tax Claim.

12.6 Certain Other Indemnity Matters. The parties hereto agree that notwithstanding anything to the contrary set forth in thisAgreement or otherwise, following the Closing, except with respect to (i) the adjustments provided for in Article II, (ii) claims seekingequitable relief and (iii) claims arising from fraud, the sole and exclusive remedy as against any Person with respect to any and all claims ofany kind whatsoever arising out of or relating in any way to this Agreement, any certificate delivered in connection herewith or the subjectmatter of any of the foregoing shall be pursuant to the indemnification provisions set forth in this Article XII and Section 8.2. In furtheranceof the foregoing, each of the Buyer and the Seller hereby waives, to the fullest extent permitted under applicable Law, and agrees not toassert and to cause each of the other Buyer Indemnified Persons or Seller Indemnified Persons, as the case may be, not to assert in anyaction or proceeding of any kind, any and all rights, claims, remedies and causes of action it may now or hereafter have arising out of orrelating in any way to this Agreement or the subject matter of this Agreement, other than claims for indemnification asserted as permittedby and in accordance with the provisions set forth in this Article XII and Section 8.2 (including any such rights, claims or causes of actionarising under or based upon common law or other Law, or otherwise).

12.7 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treatedby the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

-55-

12.8 Payments. Once a Loss is agreed to by the Indemnifying Person or finally adjudicated to be payable pursuant to this ArticleXII, the Indemnifying Person shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wiretransfer of immediately available funds. The parties hereto agree that should an Indemnifying Person not make full payment of any suchobligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of theIndemnifying Person or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equalto the prime rate (as published in The Wall Street Journal) per annum. Such interest shall be calculated daily on the basis of a 365-day yearand the actual number of days elapsed.

ARTICLE XIIIGENERAL

13.1 Usage. All terms defined herein have the meanings assigned to them herein for all purposes, and such meanings are equallyapplicable to both the singular and plural forms of the terms defined, “include,” “includes” and “including” shall be deemed to be followedby “without limitation” whether or not they are in fact followed by such words or words of like import, “writing,” “written” andcomparable terms refer to printing, typing, lithography and other means of reproducing words in a visible form. Any instrument or Lawdefined or referred to herein means such instrument or Law as from time to time amended, modified or supplemented, including (in the caseof instruments) by waiver or consent and (in the case of any Law) by succession of comparable successor Laws and includes (in the case ofinstruments) references to all attachments thereto and instruments incorporated therein. References to a Person are, unless the contextotherwise requires, also to its successors and assigns. Any term defined herein by reference to any instrument or Law has such meaningwhether or not such instrument or Law is in effect. “Shall” and “will” have equal force and effect. “Hereof,” “herein,” “hereunder” andcomparable terms refer to the entire instrument in which such terms are used and not to any particular article, section or other subdivisionthereof or attachment thereto. References to “the date of this Agreement,” “the date hereof” or words of like import shall mean March 6,2017. References in an instrument to “Article,” “Section” or another subdivision or to an attachment are, unless the context otherwiserequires, to an article, section or subdivision of or an attachment to such instrument. Except as otherwise expressly provided herein, allreferences to any currency herein shall be deemed to refer to the lawful currency of the United States of America.

13.2 Amendments; Waivers. This Agreement may be amended only by agreement in writing of the Parties. No waiver of anyprovision nor consent to any exception to the terms of this Agreement shall be effective unless in writing and signed by the Party to bebound and then only to the specific purpose, extent and instance so provided.

13.3 Disclosure Schedules; Exhibits. Each Schedule and Exhibit delivered pursuant to the terms of this Agreement shall be inwriting and shall constitute a part of this Agreement, although the Disclosure Schedules need not be attached to each copy of thisAgreement. The mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed anadmission by Seller that such item represents

-56-

an exception or material event, effect, occurrence, development, state of circumstance, change, fact or condition or that such item has had,or would reasonably be expected to have, a Material Adverse Effect. Further, any fact or item which is disclosed on any DisclosureSchedule to this Agreement in such a way as to make its relevance or applicability to information called for by another Disclosure Scheduleor other Disclosure Schedules to this Agreement reasonably apparent shall be deemed to be disclosed on such other Disclosure Schedule orDisclosure Schedules, as the case may be, notwithstanding the omission of a reference or cross-reference thereto.

13.4 Further Assurances. Each of Buyer and Seller shall execute and deliver both before and after the Closing such furthercertificates, agreements and other documents and take such other actions as the other Party may reasonably request to consummate orimplement the transactions contemplated by this Agreement or to evidence such events or matters.

13.5 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with theLaws of the State of New York applicable to contracts made and performed in such State and without regard to conflicts of law doctrines(other than New York General Obligations Law, Section 5-1401). Each of the Parties hereto (i) consents to submit itself to the personaljurisdiction of any Federal court located in the State of New York or any New York state court in connection with any dispute that arisesout of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat suchpersonal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any Action relating tothis Agreement in any court other than a Federal court sitting in the State of New York or a New York state court unless venue would notbe proper under rules applicable in such courts.

(b) Waiver of Jury Trial. Each Party hereby waives, to the fullest extent permitted by applicable Law, any right it mayhave to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or anytransaction contemplated hereby. Each Party (i) certifies that no Representative or agent of any other Party has represented, expressly orotherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it andthe other Parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in thisSection 13.5(b).

13.6 Headings. The descriptive headings of the Articles, Sections and subsections of this Agreement are for convenience onlyand do not constitute a part of this Agreement.

13.7 Counterparts. This Agreement and any amendment hereto may be executed in two (2) or more counterparts and bydifferent Parties in separate counterparts. All of such counterparts shall constitute one and the same agreement (or other document) andshall become effective (unless otherwise provided therein) when one or more counterparts have been signed by each Party and delivered tothe other Party.

-57-

13.8 Parties in Interest. This Agreement shall be binding upon and inure to the benefit of each Party and, except forindemnification obligations to certain third parties set forth in Section 6.4 and Article XII, nothing in this Agreement, express or implied, isintended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

13.9 Waiver. No failure on the part of any Party to exercise or delay in exercising any right hereunder shall be deemed a waiverthereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

13.10 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by anyGovernmental Entity, the remaining provisions of this Agreement to the extent permitted by Law shall remain in full force and effect;provided that the essential terms and conditions of this Agreement for both Parties remain valid, binding and enforceable; and providedfurther that the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materiallyadverse to any Party. In event of any such determination, the Parties agree to negotiate in good faith to modify this Agreement to fulfill asclosely as possible the original intents and purposes hereof. To the extent permitted by Law, the Parties hereby to the same extent waiveany provision of Law that renders any provision hereof prohibited or unenforceable in any respect.

13.11 Acknowledgement and Waiver. It is acknowledged by each of the parties hereto that Milbank, Tweed, Hadley &McCloy LLP has acted as counsel for Seller, the Company and its Subsidiaries in connection with this Agreement and the transactionscontemplated hereby (collectively, the “Engagements”), and in that connection not as counsel for any other Person, including Buyer or itsAffiliates. If Seller so desires, and without the need for any consent or waiver by Buyer, the Company or any of its Subsidiaries, Milbank,Tweed, Hadley & McCloy LLP shall be permitted to represent Seller after the Closing in connection with any matter, including anythingrelated to this Agreement or the transactions contemplated hereby or any disagreement or dispute in connection therewith or any othermatter relating to the Engagements. Without limiting the generality of the foregoing, after the Closing, Milbank, Tweed, Hadley & McCloyLLP shall be permitted to represent Seller, any of its Affiliates (other than the Company or its Subsidiaries) or Representatives, or any oneor more of them, in connection with any negotiation, transaction or dispute (where “dispute” includes litigation, arbitration or otheradversarial proceedings) with Buyer, the Company or any of its Subsidiaries or any of their Affiliates or Representatives relating to anyEngagements, including indemnification claims or any other matter related to this Agreement or the transactions contemplated hereby.Buyer, on behalf of itself and its Affiliates, including the Company and its Subsidiaries, hereby consents to the disclosure to Seller byMilbank, Tweed, Hadley & McCloy LLP of any information about the Company and its Subsidiaries learned by Milbank, Tweed,Hadley & McCloy LLP in the course of the Engagements, whether or not such information is subject to the attorney client privilege orMilbank, Tweed, Hadley & McCloy LLP’s duty of confidentiality and whether such disclosure is made before or after the Closing, andirrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Seller byMilbank, Tweed, Hadley & McCloy LLP relating to the Engagements. Seller (on behalf of itself, the Company and its Subsidiaries) andBuyer consent to

-58-

the foregoing arrangements and waive any actual or potential conflict of interest that may be involved in connection with anyrepresentation by Milbank, Tweed, Hadley & McCloy LLP permitted hereunder.

13.12 Knowledge Convention. Whenever any statement herein or in any Schedule, Exhibit, certificate or other documentdelivered to any Party pursuant to this Agreement is made “to the Knowledge” or words of similar intent or effect of any Party or itsRepresentative, the Person or Persons making such statement shall be accountable and only for those facts, which as of the date thestatement is made, are actually known to such Person or Persons making such statement, after reasonable inquiry of such Person’s directreports, which with respect to Seller, the Company or any Subsidiary of either of them, means the Persons identified on Schedule 13.12hereto, and with respect to Buyer, means the knowledge of its executive officers.

13.13 Notices. Any notice or other communication hereunder must be given in writing and (a) delivered in person,(b) transmitted by electronic email transmission, (c) mailed by certified or registered mail (postage prepaid), receipt requested, or (d) sentby Express Mail, Federal Express or other express delivery service, receipt requested, to the Parties and at the addresses specified herein orto such other address or to such other person as either Party shall have last designated by such notice to the other Party. Each such notice orother communication shall be effective (i) if given by electronic email transmission, when transmitted to the applicable address so specifiedherein and an appropriate confirmation of transmission is received, (ii) if given by mail, three (3) days after such communication isdeposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, when actually received atsuch address. Any notice or other communication hereunder shall be delivered as follows:

If to Buyer or MTECH Holdings, LLC, addressed to:

Maintech Holdings, LLCc/o Oak Lane Partners, LLC4730 NW 2nd Avenue, Suite 100Boca Raton, FL 33431Attention: Bhavin ShahEmail: bshah@oaklanepartners.com

With a copy to:

Chapman and Cutler LLP1270 Avenue of the Americas, 30th FloorNew York, New York 10020Attention: Larry HalperinEmail: halperin@chapman.com

-59-

If to Seller or Volt addressed to:

Volt Delta Resource Holdings, Inc.c/o Volt Information Sciences, Inc.2401 N. Glassell StreetOrange, California 92865Attention: Nancy Avedissian, General CounselE-mail: navedissian@volt.com

With a copy to:

Milbank, Tweed, Hadley & McCloy LLP2029 Century Park East, 33rd FloorLos Angeles, California 90017Attention: Neil J Wertlieb, Esq.

Adam R. Moses, Esq.Facsimile: (213) 892-4765Email: nwertlieb@milbank.com

amoses@milbank.com

13.14 Publicity and Reports. Prior to the Closing, Seller and Buyer shall coordinate all publicity relating to the transactionscontemplated by this Agreement and no Party shall issue any press release, publicity statement or other public notice relating to thisAgreement, or the transactions contemplated by this Agreement, without the prior written consent of the other Party; provided that to theextent that a Party is required by applicable Law or applicable stock exchange regulations to issue a press release, publicity statement orother public notice, such Party may issue such press release, publicity statement or other public notice without the consent of the otherParty, and such Party shall be obligated only to use commercially reasonable efforts to consult with the other Party prior to issuing any suchpress release, publicity statement or other public notice. Nothing herein shall prevent reasonable pre-Closing communication between theCompany or any of its Subsidiaries, on the one hand, and its employees, contributors, vendors, advertisers and other customers, on the otherhand, for the purpose of responding to the questions or concerns of the latter regarding the effect of the transactions contemplated by thisAgreement.

13.15 Integration. This Agreement, together with the Disclosure Schedules and Exhibits hereto, and the Ancillary Agreements,(a) constitute the entire agreement among the Parties pertaining to the subject matter hereof and thereof and (b) supersede all prioragreements and understandings of the Parties in connection herewith and therewith, except for the Confidentiality Agreement, which shallremain in full force and effect until the consummation of the transactions contemplated by this Agreement (whereupon the Parties agree theConfidentiality Agreement shall terminate).

13.16 Transaction Expenses. Each of Seller and Buyer shall pay its own Transaction Expenses incident to the evaluation of theCompany, its Subsidiaries and the Business and the negotiation, preparation and performance of this Agreement and the transactionscontemplated by this Agreement, including the fees, expenses and disbursements of their respective investment bankers, accountants andcounsel.

-60-

13.17 No Assignment. Neither this Agreement nor any rights or obligations under it are assignable by Buyer except that Buyermay assign its rights hereunder to any wholly owned subsidiary of Buyer. Buyer shall remain liable to Seller for the payment of theconsideration set forth herein and other obligations of Buyer hereunder notwithstanding a permitted assignment. Seller may assign its rights(but not its obligations) under this Agreement to any Affiliate of Seller.

13.18 Remedies; Specific Performance. The Parties agree that irreparable damage would occur if any provision of thisAgreement were not performed in accordance with the terms hereof. The Parties further agree that each of Buyer and Seller shall be entitledto an injunction or injunctions without the necessity of posting a bond to prevent breaches of the provisions hereof and to specificperformance of the terms hereof.

13.19 Representation By Counsel; Interpretation. The Parties each acknowledge that each Party has been represented bycounsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legaldecision that would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party that drafted it hasno application and is expressly waived. If any provision of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, thatprovision shall be interpreted in a reasonable manner to effect the intent of the Parties.

13.20 Privilege. Buyer agrees that, as to all communications among Milbank, Tweed, Hadley & McCloy LLP, Seller, any of itsSubsidiaries, and/or any of their respective Affiliates or Representatives that relate to the negotiations of, or the transactions contemplatedby, this Agreement, the attorney-client privilege, the work product privilege, the expectation of client confidence and any other legalprivileges or immunities belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer, the Company or anyof their Affiliates or Subsidiaries or be waived by Buyer, the Company or any of their Affiliates or Subsidiaries. Seller may assert theattorney-client privilege, the work product privilege, the expectation of client confidence and any other legal privilege or immunity againstBuyer, the Company or its Subsidiaries to the fullest extent permitted by applicable Law. Notwithstanding the foregoing, in the event that adispute arises between Buyer, the Company or any of their Subsidiaries or Affiliates and a third-party (other than a Party to this Agreementor any of their respective Affiliates) after the Closing, the Company and its Subsidiaries may assert the attorney- client privilege, the workproduct privilege or any other applicable privilege or immunity from disclosure to prevent disclosure of confidential communications byMilbank, Tweed, Hadley & McCloy LLP to such third-party; provided that neither the Company nor any of its Subsidiaries may waivesuch privilege without the prior written consent of Seller.

13.21 Cranford Lease. Each of the parties hereto and MTECH Holdings, LLC shall use their respective commerciallyreasonable efforts (including by way of MTECH Holdings, LLC becoming a guarantor of the obligations of the Company pursuant to theCranford Lease or offering similar support in respect thereof), and shall cooperate with each other, to, as promptly as reasonably practicablefollowing the date hereof, obtain from 14 Commerce Realty L.L.C. the release of Volt from all obligations under the Cranford Lease withrespect to any period after the Closing.

-61-

13.22 Guaranty. Volt hereby guarantees to Buyer the payment and performance by Seller of Seller’s obligations under ArticleVIII and Article XII of this Agreement (the “Guaranteed Obligations”), provided that Buyer shall not seek to enforce performance of theGuaranteed Obligations against Volt until Buyer has diligently used its commercially reasonable efforts to exercise its rights in respect ofthe Guaranteed Obligations against Seller and/or the RWI Policy and has been unsuccessful in such efforts. Volt shall have the right toassert as a defense to its own obligations under this Section 13.22 any and all rights or defenses available to Seller under this Agreementand/or at Law and/or in equity, and in connection therewith, is hereby made an express third-party beneficiary of all of Seller’s rightshereunder. This Section 13.22 shall remain in full force and effect until the earlier of the Guaranteed Obligations having been paid in fulland Article VIII and Article XII of this Agreement having expired or terminated, at which time this Section 13.22 shall automaticallyterminate and Volt shall have no further obligations under this Section 13.22.

13.23 Certain Other Matters. Notwithstanding anything to the contrary herein, the parties hereto hereby expressly agree thatin no event shall Seller nor any Affiliate thereof have any liability in connection with the Loan and Security Agreement, dated February 17,2016, by and between Bank of America, N.A. and the Company (or any successor thereto) except as otherwise expressly provided inSection 12.1(a)(iv)(C).

[Remainder of Page Intentionally Left Blank]

-62-

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized officers as of the day andyear first above written.

BUYER:

MAINTECH HOLDINGS, LLC

By: /s/ Bhavin Shah Name: Bhavin Shah Title: Authorized Officer

SELLER:

VOLT DELTA RESOURCE HOLDINGS, INC.

By: /s/ Paul R. Tomkins Name: Paul R. Tomkins Title: SVP & CFO

MTECH HOLDINGS, LLC (solely with respect toSections 12.2 and 13.21)

By: /s/ Bhavin Shah Name: Bhavin Shah Title: Authorized Officer

VOLT INFORMATION SCIENCES, INC.(solely with respect to Sections 6.3, 6.5 and 13.22)

By: /s/ Paul R. Tomkins Name: Paul R. Tomkins Title: SVP & CFO

-63-

Exhibit 10.1

Execution Version

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT

THIS TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT (this “TSA”) is entered into as of March 6, 2017 (the“Effective Date”), by and between Maintech, Incorporated, a Delaware corporation (“Maintech”), and Volt Information Sciences, Inc.,a corporation registered in the State of New York, United States of America, with its principal place of business at 1065 Avenue of theAmericas, 20th Floor, New York, NY 10018 (“VISI”). Capitalized terms used in this TSA but not otherwise defined herein have themeanings ascribed thereto in the Stock Purchase Agreement (as defined herein).

RECITALS:

WHEREAS, pursuant to a Stock Purchase Agreement dated of even date herewith, by and among Volt Delta Resources Holdings, Inc.(“VDRH”), Maintech Holdings, LLC (“Buyer”) and the other parties thereto (the “Stock Purchase Agreement”), VDRH agreed, amongother things, to sell to Buyer, and Buyer agreed to purchase from VDRH, all of the issued and outstanding capital stock (the “Shares”) inMaintech;

WHEREAS, VDRH is an indirect Subsidiary of VISI; and

WHEREAS, in connection with the transactions contemplated by the Stock Purchase Agreement, Maintech and VISI desire that (i) VISIprovide, or cause certain of its affiliates to provide, Maintech with certain transition services under the terms and subject to the conditionsset forth in this TSA and (ii) the parties work in good faith towards the conveyance of certain assets and resources from VISI or its affiliatesto Maintech.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained inthis TSA, and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties,intending to be legally bound, agree as follows:

1. PROVISION OF SERVICES

1.1 General Intent – Maintech acknowledges and understands that the Services (as defined herein) to be provided hereunder aretransitional in nature and are to be furnished by VISI solely for the purpose of facilitating the sale of the Shares in Maintechand the operation of the Business for a limited period of time after the Closing Date, as set forth in Annex A. VISIacknowledges that the intent is to provide Maintech with those services on a basis consistent with prior practice that VISIprovided to Maintech prior to consummation of the transaction contemplated by the Stock Purchase Agreement. To the extentapplicable, Maintech will use its commercially reasonable efforts to make a transition of the operation of the Business toMaintech or any other third-party suppliers or service providers for the Services within a period of six (6) months from the dateof this TSA.

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 1

CONFIDENTIAL AND RESTRICTED

1.2 Services to Be Provided – During the term of this TSA as set forth in Section 3 (the “Transition Period”) and on the termsand subject to the conditions of this TSA, VISI will provide, or cause one or more of its affiliates to provide, to Maintech eachof the services (the “Services”) described in Annex A beginning as of the Effective Date and continuing for the specific periodof time described in Annex A (as may be extended in accordance with the terms hereof) with respect to each of the Services.Maintech shall not resell any of the Services to any Person whatsoever or permit the use of the Services to any Person otherthan in connection with the conduct of the Business in the ordinary course.

1.3 Limitation on Services – In connection with the performance of the Services, except to the extent consistent with priorpractice in the ordinary course, VISI will have no obligation to (a) upgrade, enhance or otherwise improve any computerhardware, software or network environment currently used, (b) provide any support or maintenance services outside of theordinary course for any computer hardware, software or network environment that has been upgraded, enhanced or otherwisemodified from the computer hardware, software or network environment that is currently used, or (c) convert from one formatto another any Business data for use by Maintech in connection with the Services or otherwise.

1.4 Quality, Quantity and Manner of Performance – VISI shall, and shall cause its affiliates to, use, in all material respects, atleast the same degree of care and standard of timeliness in rendering the Services to Maintech under this TSA as VISI hasutilized, or caused its affiliates to utilize in rendering such Services to Maintech in the ordinary course in the past. The qualityand quantity of each Service to be provided will be as is reasonably necessary for the operation of the Business in the ordinarycourse of business consistent in all material respects with corresponding services which were provided in connection with theoperation of the Business prior to the Closing. The scope of the Services shall be provided solely at the request of Maintechand VISI and Maintech shall cooperate in good faith with one another and provide such further assistance as the other partymay reasonably request in connection with the provision of the Services hereunder.

1.5 Access to Premises - In order to enable the provision of the Services by VISI, its affiliates or any Subcontractors (as definedbelow), Maintech agrees that it shall provide to VISI, its affiliates and any Subcontractors providing the Services, at no cost toVISI, access to the facilities and assets of Maintech, in all cases to the extent necessary for VISI, in VISI’s reasonablediscretion, to fulfill its obligations under this TSA. VISI shall have no liability to Maintech to the extent that its failure toperform the Services is attributable to a failure of the Maintech to make available to VISI all information and materials requiredby VISI to enable it to perform the Services.

1.6 Subcontractors – VISI shall have the right, consistent with past practice, directly or through one or more affiliates, to hire orengage one or more

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 2

CONFIDENTIAL AND RESTRICTED

subcontractors or other third parties (each, a “Subcontractor”), to perform all or any of VISI’s obligations under this TSA.VISI shall be responsible for the actions or inactions of any Subcontractor that would constitute a breach of this TSA if takenor failed to be taken by VISI but subject to the same terms, conditions and limitations set out herein and applicable to the VISI.In the event VISI outsources its functions or any resources used by VISI to provide the Services under this TSA, VISI willhave the option, but not the obligation, to transition Maintech along with VISI to the new outsourced solution.

1.7 Compliance with Law - Notwithstanding anything herein to the contrary, VISI shall not be responsible for providing anyService if and to the extent such Service would violate applicable Law.

1.8 Third Party Payables –

1.8.1 VISI shall promptly (and in any event within 10 days) forward or cause to be forwarded to Maintech any invoice orother documentation from a third party (the “Third Party”) requesting payment from VISI for services rendered to (oron behalf of) Maintech (or any Subsidiary thereof) or goods sold to Maintech (or any Subsidiary thereof) in connectionwith the provision of Services pursuant to this TSA (“Third Party Invoices”).

1.8.2 Maintech shall be responsible for the payment of any Third Party Invoice (or the portion thereof for which Maintech isresponsible pursuant to this TSA) and shall, subject to Section 1.8.3 promptly satisfy in full all payment obligationsunder such Third Party Invoice for which Maintech is responsible pursuant to this TSA upon the terms and within thetime period set forth in the Third Party Invoice and/or the underlying contract with the Third Party that existed prior tothe Effective Date, if applicable.

1.9 Maintech Accounts Receivable – Except as otherwise provided in Section 1.10 below:

1.9.1 The parties shall use their respective commercially reasonable efforts to add the person or persons identified by theBuyer (each, an “Authorized Person”) as a person or persons, as the case may be, with authority to control and transactbusiness with respect to the deposit accounts established by VISI (or its affiliates) at JP Morgan Chase set forth onSchedule V (the “Accounts”) into which monies, checks or instruments (each a “Receivable”) from customers ofMaintech are deposited (the “Bank Account Authority”) in addition to those persons with such authority designated byVISI prior to the date hereof, which persons so designated by VISI shall continue to enjoy such authority until theTransition Date (as defined below).

1.9.2 The parties agree and acknowledge that (i) the Accounts identified on Schedule V as located in the United States (the

“US Accounts”) will be subject to certain cash sweep provisions set forth in the Loan and Security Agreement, datedFebruary 17, 2016, by and between Bank of

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 3

CONFIDENTIAL AND RESTRICTED

America, N.A. and Maintech (which agreement is being amended and restated as of the date hereof) and the relatedloan documents referenced therein (collectively, the “Revolving Credit Documents”) and (ii) the Accounts identifiedon Schedule V as located in the United Kingdom and Hong Kong (the “Foreign Accounts”) will not be subject to thecash sweep provisions of the Revolving Credit Documents.

1.9.3 At all times prior to the establishment of the Bank Account Authority, VISI shall promptly (and in any event within 3Business Days) forward or cause to be forwarded to Maintech any Receivable received by VISI after the EffectiveDate with respect invoices submitted by VISI on behalf of Maintech (or any Subsidiary thereof) pursuant to the termsof this TSA relating to services rendered by (or on behalf of) Maintech (or any Subsidiary thereof) or goods sold byMaintech (or any Subsidiary thereof) to any Third Party; provided, however, that if VISI receives a Receivable thatrepresents a combined payment in respect of services rendered or goods sold by both VISI (or any Subsidiary thereof)and Maintech (or any Subsidiary thereof), VISI shall instead retain such Receivable for its own account and remit toMaintech promptly (and in any event within 3 Business Days after receipt of the Receivable), by wire transfer ofimmediately available funds, an amount equal to the portion of the Receivable owed or otherwise to be paid toMaintech, which payment shall be accompanied by reasonably detailed evidence of the basis for VISI’s apportionmentof the Receivable between itself and Maintech.

1.9.4 Until the date on which Buyer has assumed responsibility for the payment and processing of all payments for whichMaintech and its affiliates are responsible (e.g., without limitation, amounts paid to third-party vendors, payroll andpayroll taxes) and VISI no longer has responsibility for any such payments (such date, the “Transition Date”), (i)Buyer shall, upon presentation to Buyer of an invoice or statement therefor by VISI, fund to an account designated byVISI the aggregate amount of any payment to be made by VISI on behalf of Maintech hereunder (each such instance offunding effected by Maintech, a “Specified Deposit”), and (ii) VISI shall retain authority to control and transactbusiness with respect to the Foreign Accounts (but not the US Accounts) for the purpose of funding any amounts it ispaying on behalf of, or with respect to, Maintech pursuant to the terms hereof. For the avoidance of doubt, theforegoing shall not apply to Maintech’s obligation hereunder to pay fees to VISI for the Services, which obligationshall be governed by Sections 2.1-2.3.

1.9.5 Notwithstanding anything to the contrary herein, (i) on a weekly basis (and, in any event, by 5:00 pm New York time

of each Wednesday prior to the applicable date on which the corresponding payment is contemplated to be made tothe recipient(s) thereof) prior to the Transition Date, Buyer agrees to cause Maintech to fund Specified

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 4

CONFIDENTIAL AND RESTRICTED

Deposits in an amount required to cover payroll (and any other related amounts (including, without limitation, inrespect of payroll taxes)) and any other payments, if any, to be made by VISI on behalf of Maintech hereunder (butexcluding, for the avoidance of doubt, the fees payable hereunder by Maintech to VISI for the Services, the paymentof which fees shall be governed by Sections 2.1-2.3) and (ii) in no event shall VISI be required to make any paymentin any amount on behalf of, or with respect to, Maintech pursuant to the terms hereof unless the amount of suchpayment has (a) previously been provided to VISI through a Specified Deposit or (b) previously been drawn by VISIfrom the Foreign Accounts in accordance with the terms hereof, and any failure by VISI to make any payment notpreviously funded in accordance with the immediately preceding clauses (a)-(b) shall in no event result in a breach ordefault hereunder or any liability to VISI.

1.9.6 VISI and Maintech agree and acknowledge that, once the Maintech employees have transitioned from the VISIbenefits plans to the new Maintech benefits plans (which shall be on or before March 31, 2017), the amount funded toVISI by Maintech with respect to Maintech’s payroll obligations shall be a gross amount and that, prior to makingpayroll payments to Maintech employees, VISI will (i) deduct from such payments an amount equal to the insurancecopayments required to be made by the employees and (ii) promptly following the disbursement of payroll paymentsto Maintech employees (and, in any event, by 5:00 P.M. New York time on the Business Day following thedisbursement of payroll payments to Maintech employees), pay to Maintech or Maintech’s designee an amount equalto the aggregate amount of such payroll deductions in respect of insurance copayments.

1.10 VISI Accounts Receivable – Notwithstanding anything to the contrary set forth in Section 1.9, Maintech shall promptly (andin any event within 3 Business Days) forward or cause to be forwarded to VISI any Receivable received by Maintech after theEffective Date that represents a payment in respect of services rendered or goods sold, or a Receivable held, by VISI (or anySubsidiary thereof) (including, without limitation, the Receivables set forth on Schedule IV (the “VISI Receivables”);provided, however, that if Maintech receives a Receivable that represents a combined payment in respect of a VISI Receivableand a Receivable for services rendered or goods sold by Maintech (or any Subsidiary thereof) after the Effective Date then, insuch event, Maintech shall instead retain such Receivable for its own account and remit to VISI promptly (and in any eventwithin 3 Business Days after receipt of the Receivable), by wire transfer of immediately available funds, an amount equal tothe portion of the Receivable allocable to the VISI Receivable, which payment shall be accompanied by reasonably detailedevidence of the basis for Maintech’s apportionment of the Receivable between itself and the VISI Receivable.

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 5

CONFIDENTIAL AND RESTRICTED

2. BILLING AND PAYMENT

2.1 Payment and Expenses – As consideration for the provision of the Services, Maintech shall pay VISI the amount specified foreach Service as specified on Annex A. In addition to such amount, upon receipt of an invoice from VISI, Maintech shallreimburse VISI on a monthly basis for reasonable, documented out-of-pocket expenses to the extent actually incurred by VISIor its affiliates (e.g., without limitation, amounts paid to third-party vendors, payroll and payroll taxes) in the course ofproviding the Services.

2.2 Billing and Payment - Unless otherwise provided in this TSA , all bills and invoices that Maintech receives from VISI or itsaffiliates for the Services provided under this TSA will be paid by wire transfer in accordance with the instructions provided byVISI (in writing to Maintech) not later than thirty (30) days following receipt by Maintech of such invoice from VISI. To theextent any amounts owed by Maintech to VISI under this Section 2 are not paid within ten (10) days following the due datewith respect to the applicable invoice from VISI or its affiliates for Services provided under this TSA, VISI may offset suchamounts against amounts that would otherwise be payable to Maintech pursuant to the terms of Section 1.9 hereof or otherwisehereunder, including pursuant to Annex A. If Maintech disputes any portion of any invoice, Maintech will promptly notify VISIin writing and provide VISI with a reasonably detailed description of the nature and basis of the dispute.

2.3 Taxes – All charges and fees to be paid to VISI under this TSA are exclusive of any applicable taxes required by law to becollected from Maintech (including value added, withholding, sales, use, excise or services tax, which may be assessed on theprovision of the Services hereunder). If a value added, withholding, sales, use, excise or services tax is assessed on theprovision of any of the Services under this TSA, Maintech will pay directly or reimburse VISI for such tax. The parties willcooperate with each other in determining the extent to which any tax is due and owing under the circumstances, and willprovide and make available to each other any resale certificate, information regarding out-of-state use of materials, services orsale, and other exemption certificates or information reasonably requested by either party.

3. TERM AND TERMINATION

3.1 Term of Agreement – The term of this TSA will commence on the Effective Date and will continue (unless sooner terminated

pursuant to the terms hereof) for a period expiring on the expiration of the latest term set forth on Annex A (as may beextended in accordance with the terms hereof).

3.2 Early Termination

3.2.1 Maintech may terminate this TSA either in its entirety or solely with respect to certain itemized Services to be

provided by VISI listed on Annex A, at any time, upon written notice to VISI. Such termination will become effectivethirty (30) days from the date of receipt of such notice.

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 6

CONFIDENTIAL AND RESTRICTED

3.2.2 In the event of a material breach of this TSA, the non-breaching party shall provide written notice describing, inappropriate detail, the nature of the breach. The breaching party shall have 30 days from receipt of such written noticeto cure such breach. In the event that the applicable breach is not timely cured by the breaching party, then thenon-breaching party shall have the right to terminate this TSA upon 10 Business Days prior written notice thereof.

3.2.3 Notwithstanding any other provision in this TSA, whether this TSA is terminated by VISI or Maintech, Maintech willremain liable for the payment of expenses they are obligated for under this TSA accruing for the period prior totermination even though such expenses may not become due until after termination. Further, in the event of terminationof this TSA pursuant to this 3.2, Section 2.1 through Section 2.3, 3.2.3, 4.1, 4.3, and Section 6.1 through Section 6.14,inclusive, will continue in full force and effect.

4. ADDITIONAL AGREEMENTS

4.1 Title to Equipment; Management and Control

4.1.1 All procedures, methods, systems, strategies, tools, equipment, facilities, firmware or software and other resourcesused by VISI, and any of its affiliates in connection with the provision of the Services hereunder (collectively, the“Equipment”) which are the property of VISI or its affiliates will remain the property of VISI and its affiliates and,except as otherwise provided in this TSA, will at all times be under the sole direction and control of VISI and itsaffiliates.

4.1.2 Except as otherwise provided in this TSA, and subject to VISI providing, or causing the providing of, the Services inaccordance with this TSA, management of, and control over, the provision of the Services (including the determinationor designation at any time of the Equipment, employees and other resources of VISI and its affiliates to be used inconnection with the provision of the Services) will reside solely with VISI.

4.2 Third-Party Agreements – To the extent that any third-party proprietor of information or software or other intellectualproperty rights to be disclosed or made available to Maintech in connection with performance of the Services hereunderrequires a specific form of non-disclosure, license or service agreement as a condition of its consent to use of the same for thebenefit of Maintech or to permit Maintech access to such information or software, Maintech will either execute (and will causetheir respective employees to execute, if required) any such form or negotiate in good faith with VISI for the termination ofsuch Services, after which VISI will no longer be obligated to provide such Services.

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 7

CONFIDENTIAL AND RESTRICTED

4.3 Mutual Limited Indemnity

4.3.1 Neither party nor any of its respective affiliates will be liable to the other party or any third party for any special,punitive, consequential, incidental or exemplary damages, or for any damages based on or related to lost revenues orprofits relating to the same or losses upon a multiple of earnings or for attorneys’ fees) arising from any claim relatingto this TSA and/or the performance thereof. In addition, neither VISI nor any of its affiliates will be liable to Buyer,Maintech any of their affiliates or any third party, for any direct damages arising from any claim relating to this TSAand/or the performance thereof except to the extent that such damages result from willful misconduct, gross negligenceor unlawful activity on the part of VISI or its affiliates.

4.3.2 Maintech will indemnify VISI and each of its affiliates against all Losses attributable to any third-party claims arising

from or relating to the provision of the Services under this TSA, except to the extent that such Loss results from willfulmisconduct, gross negligence or unlawful activity on the part of VISI or its affiliates.

4.3.3 VISI will indemnify Maintech and each of its affiliates against all Losses attributable to any third-party claims arising

from or relating to the provision of Services under this TSA, except to the extent that such Loss results from willfulmisconduct, gross negligence or unlawful activity on the part of Maintech or its affiliates.

4.4 Confidentiality

4.4.1 Each party to this TSA shall, and shall cause each of its affiliates and each of their respective officers, directors,managers, employees and subcontractors to, hold all information and documents relating to the business of any otherparty or its affiliates disclosed to it by reason of this TSA, confidential and will not disclose any of such informationor documents to any person or entity without the prior written consent of the disclosing party unless legally requiredor compelled to disclose such information or documents; provided, however, that to the extent that any of them maybecome so legally required or compelled they may only disclose such information or documents if they shall firsthave used reasonable efforts to, and, if practicable, shall have afforded the affected party the opportunity to obtain, anappropriate protective order or other satisfactory assurance of confidential treatment for the information required orcompelled to be so disclosed. This obligation of confidentiality shall not apply to information that is in or hereafterenters the public domain through no fault of the receiving party, is obtained by the receiving party from a third partyhaving the legal right to use and disclose the same or is independently developed by the receiving party after the datehereof as evidenced by a written record providing such independent development. VISI shall make its affiliates andeach of their respective officers, directors, managers, employees and Subcontractors performing Services hereunderaware of the obligations under this Section 4.5.1 and VISI shall be responsible for

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 8

CONFIDENTIAL AND RESTRICTED

any breach of this Section 4.5.1 by its affiliates and their respective officers, directors, managers, employees andSubcontractors or any of them.

4.4.2 Each party acknowledges and agrees that the other party and its affiliates would be irreparably damaged if any of theprovisions of Section 4.5.1 are not performed in accordance with their specific terms and that any breach ofSection 4.5.1 by the breaching party, its affiliates or its subcontractors or any of them could not be adequatelycompensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to whichthe non-breaching party or its affiliates may be entitled, at law or in equity, the non-breaching party and its affiliatesshall also be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary,preliminary, and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions ofSection 4.5.1, without posting any bond or other undertaking.

4.5 Licenses –

4.5.1 Maintech hereby grant VISI a worldwide, royalty-free, fully paid-up, non-exclusive license to use the intellectualproperty, materials and information of Maintech during the Transition Period in connection with the VISI’sperformance of its obligations hereunder. This license may be sublicensed by VISI to its representatives, agents,designees and Subcontractors as necessary for VISI to perform its obligations hereunder.

4.5.2 All right, title and interest in and to the intellectual property owned by VISI is reserved by VISI.

4.5.3 As soon as reasonably practicable (and in no event later than three (3) months) following the Effective Date, Maintech(i) shall cease to use, and shall cause each of its Affiliates (including, without limitation, Volt Maintech Limited) tocease to use, any names, trade names, trademarks or service marks containing the word “Volt,” any names confusinglysimilar thereto or any translations or derivatives thereof (the foregoing collectively, the “Specified Name”), in eachcase, in any manner anywhere in the world at any time after such initial cessation of use, and (ii) shall take allnecessary action to change the name of each Affiliate thereof containing the Specified Name so that each suchAffiliate’s name thereafter bears no resemblance to the Specified Name and shall file, or cause to be filed, suchdocuments as are necessary to reflect each such name change in each jurisdiction in which any applicable Affiliate ofMaintech is organized or qualified to do business. Maintech shall promptly notify VISI of each such name changeeffected in accordance with clause (ii) of the immediately preceding sentence and the successor name chosen byMaintech in connection with each name change so effected.

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 9

CONFIDENTIAL AND RESTRICTED

5. CONVEYANCE OF CERTAIN ASSETS AND RESOURCES

5.1 Transfer of Assets –

5.1.1 Following the Effective Date, the parties shall work in good faith to enter into definitive documentation (“DefinitiveDocumentation”) for the conveyance of the assets and liabilities listed on Schedule I (the “Assets and Liabilities”)from VISI or its affiliates to Maintech. The Definitive Documentation shall be comprised of reasonable assignment andassumption conveyance instruments and shall contain (i) representations and warranties solely as to title to andownership of the Assets, authorization, execution and delivery of the Definitive Documentation and enforceability ofthe Definitive Documentation, (ii) covenants solely with respect to conveyance of the applicable Assets and reasonablefurther assurances and (iii) such other terms, if any, as the parties hereto may reasonably agree upon. The DefinitiveDocumentation shall be “Ancillary Agreements” under the Stock Purchase Agreement and any remedies with respectthereto will be subject to Article XII of the Stock Purchase Agreement.

5.1.2 VISI agrees it shall pay, perform and discharge all liabilities and obligations of VISI or its affiliates (includingMaintech and its subsidiaries) arising out of or relating to or chargeable to the period with respect to the Assets prior tothe Effective Date and Maintech shall assume and agree to pay, perform and discharge when due any and all liabilitiesand obligations of VISI or its affiliates arising out of or relating to or chargeable with respect to the Assets for theperiod on and after the Effective Date. VISI agrees that Maintech shall receive all payments made to VISI and itsaffiliates (excluding Maintech and its subsidiaries) with respect to the Assets relating to or chargeable to the period onand after the Effective Date.

5.2 Third Party Agreements –

5.2.1 Following the Effective Date, the parties shall use their commercially reasonable efforts, and shall cooperate witheach other, to, as promptly as reasonably practicable, obtain any required consent, authorization, approval, waiver,release, substitution or amendment required to transfer the agreements listed on Schedule II (the “AssignedContracts”) to Maintech or, at Maintech’s election, a designated affiliate of Maintech formed by Maintech (with suchformation to be at Maintech’s cost and expense), following the Closing Date. VISI and Maintech shall each bear inequal measure any costs and/or expenses incurred in connection with the transfer of such Assigned Contracts inaccordance with the terms hereof, including but not limited to any assignment fees or cost reimbursement obligationspayable to the counter-parties to such Assigned Contracts with respect to the assignment of the Assigned Contracts(but excluding any fees payable by VISI and/or Maintech to their respective advisors, which fees

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 10

CONFIDENTIAL AND RESTRICTED

shall be the obligation of each such party, respectively). Once any such consent, authorization, approval, waiver,release, substitution or amendment is obtained, VISI shall assign, transfer, convey and deliver to Maintech or, atMaintech’s election, a designated affiliate of Maintech the relevant Assigned Contract to which such consent,authorization, approval, waiver, release, substitution or amendment relates.

5.2.2 For one (1) year following the Effective Date, to the extent that any Assigned Contract cannot be assigned to Maintechpursuant to this Section 5.2 despite the efforts of the parties, the parties shall provide the economic and, to the extentpermitted under applicable Law, operational equivalent of the transfer of such Assigned Contract to Maintech as of theEffective Date and the performance by Maintech of its obligations with respect thereto, provided that, to the extent anysuch economic and/or operational equivalent of transfer of such Assigned Contract continues to be required to beprovided pursuant to this Section 5.2.2 during any period following the date that is six (6) months following theEffective Date, Maintech shall pay VISI an overhead fee of $5,000 per month with respect to each country to whichsuch Assigned Contract(s) relate(s) (in an aggregate amount not to exceed $25,000 per month) during any such perioduntil such economic and/or operational equivalent of transfer of such Assigned Contract is no longer required to beprovided pursuant to this Section 5.2.2.

5.2.3 Except in respect of the cost items to be shared equally by VISI and Maintech in accordance with Section 5.2.1,Maintech shall reimburse VISI for all liabilities and obligations of VISI or its affiliates thereunder relating to orchargeable to the period from and after the Effective Date and reimburse VISI for out-of-pocket expenses paid by VISIunder each such Assigned Contract relating to or chargeable to the period on and after the Effective Date. To theextent permitted under applicable Law, VISI or its affiliates shall hold in trust for and pay to Maintech promptly uponreceipt thereof (and in any event within 3 Business Days following receipt of), all income, proceeds and other moniesreceived by VISI or its affiliates to the extent related to such Assigned Contract in connection with the arrangementsunder this Section 5.2. VISI shall be permitted to set off against such amounts all direct costs associated with theretention and maintenance of such Assigned Contracts for the period relating to on and after the Effective Date.

5.2.4 To facilitate VISI’s cooperation in effecting the assignment of the Assigned Contracts, VISI hereby instructs theBuyer to withhold $100,000 (the “Holdback”) from the purchase price to be paid by the Buyer at the closing of theStock Purchase Agreement, which Holdback shall be payable by Maintech to VISI or VISI’s designee, by wiretransfer of immediately available funds, within 3 Business Days following the date on which all of the AssignedContracts have been assigned to Maintech or, at Maintech’s option, its designee; provided

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 11

CONFIDENTIAL AND RESTRICTED

that if Assigned Contracts representing at least 90% of all Foreign Contract Revenue (as defined below) have beenassigned to Maintech or its designee pursuant to this Section 5.2 (the date on which the last of such assignments hasbecome effective, the “Threshold Date”), Maintech shall pay to VISI or VISI’s designee, by wire transfer ofimmediately available funds, within 3 Business Days following the Threshold Date, an amount equal to $90,000, withthe remaining $10,000 of the Holdback to be paid to VISI or VISI’s designee, by wire transfer of immediatelyavailable funds, within 3 Business Days following the date on which all of the Assigned Contracts have been assignedto Maintech or its designee. Notwithstanding the foregoing or anything to the contrary contained herein, in the eventthat any Assigned Contract cannot be assigned to Maintech or Maintech’s designee, as applicable, within six(6) months following the date hereof as a result of a volitional act or omission of Buyer, then such Assigned Contractshall thereupon automatically be treated as having been effectively assigned to Maintech or Maintech’s designee inaccordance with the terms hereof for the purpose of determining whether the payment of the Holdback to VISI orVISI’s designee shall be made by Maintech. “Foreign Contract Revenue” means the aggregate amount of paymentsreceived by VISI and its affiliates with respect to all of the Assigned Contracts in the 12-month period ended on thedate of this Agreement.

5.2.5 Maintech will indemnify VISI and each of its affiliates against Losses attributable to any third-party claims arisingfrom or relating to liabilities or obligations under or in connection with the Assigned Contracts (or any action taken inconnection herewith with respect to such Assigned Contracts, including, without limitation, pursuant to Section 5.2.2and 5.2.3 hereof) from and after the Effective Date, except to the extent that such Losses result from willfulmisconduct, gross negligence or unlawful activity on the part of VISI or its affiliates.

5.3 Employee Transition Matters – Following the Effective Date, VISI will use commercially reasonable efforts, subject toapplicable Law and at no cost to VISI or its affiliates, to assist in facilitating the transition of employees of VISI or its affiliateslisted on Schedule III who have been given bona fide offers of employment with Maintech or their affiliates and who wish toaccept such offers.

5.4 Economic Benefit and Burden of Assets and Assigned Contracts –

5.4.1 Without limiting any of their other rights or obligations hereunder, the parties agree and acknowledge that,notwithstanding that it may take a period of time to effect the formal assignment of the Assets and AssignedContracts to Maintech or Maintech’s designated affiliate as contemplated by this Section 5, (i) for up to twelve(12) months following the Effective Date, the economic benefit and burden of the Assets and Assigned Contractsshall, as between VISI (on behalf of itself and its

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 12

CONFIDENTIAL AND RESTRICTED

affiliates) and Maintech, to the maximum extent permitted by applicable Law be treated as effectively transferred fromVISI (and its affiliates) to Maintech effective as of the Effective Date and this Agreement shall be interpreted to giveeffect to such treatment, and (ii) Buyer shall establish any designated affiliated entities of Maintech necessary oradvisable to accept receipt of the Assets and Assigned Contracts as promptly as reasonably practicable following thedate hereof and, in any event, by no later than twelve (12) months following the Effective Date.

5.4.2 Promptly following the Effective Date and in any event within 30 Business Days following the Effective Date, VISIshall have Maintech added as a co-owner and co-signatory on each of the bank accounts into which payments on theAssigned Contracts are made (which accounts are set forth on Schedule VI, the “Assigned Contracts BankAccounts”) (with, in such capacity, the rights and privileges set forth in this Section 5.4.2 and Section 5.4.3) and shallprovide for Maintech to have the right to access information regarding such Assigned Contracts Bank Accounts. Allexpenses relating to the Assigned Contracts shall be paid from the Assigned Contracts Bank Accounts, it beingunderstood and agreed that (i) Maintech shall, promptly following VISI’s request therefor, fund any shortfalls whichmay from time to time occur in such Assigned Contracts Bank Accounts and (ii) in no event shall VISI be required tomake any payment in respect of the Assigned Contracts unless the amount of such payment is available in theAssigned Contracts Bank Accounts or has previously been provided to VISI pursuant to the immediately precedingclause (i) of this Section 5.4.2 (with any failure by VISI to make any payment not so available or so previouslyprovided to VISI in no event resulting in a breach or default hereunder or any liability to VISI). Within 3 BusinessDays of any receivables being paid into such Assigned Contracts Bank Accounts, such receivables (after payment ofall applicable expenses relating to the Assigned Contracts and the establishment of reasonable reserves in connectionwith obligations in respect of such Assigned Contracts, which reserves shall be equal to the amount of cash in suchaccounts as of the date hereof) shall, at the direction of Maintech, be transferred to the bank account or accountsdesignated by Maintech (it being acknoweldged that Maintech may direct that no such transfer take place).

5.4.3 In addition to the above, VISI shall provide Maintech with monthly (i) copies of the statements pertaining to AssignedContracts Bank Accounts and (ii) financial statements relating to the Assigned Contracts.

5.4.1 For the avoidance of doubt, the parties acknowledge that, following the Closing, (i) the amounts of cash held in the

bank accounts of Volt Service KK Maintech (Japan) and Volt Australia Maintech (Australia) for which Buyer paid atClosing pursuant to the Stock Purchase Agreement

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 13

CONFIDENTIAL AND RESTRICTED

by operation of the defined term “Net Working Capital” shall be the property of Buyer and shall be accessed andutilized by VISI and/or its Affiliates solely in connection with the discharge of the duties of such parties with respectto the Assets and Assigned Contracts hereunder, following the completion of which duties any such amounts soremaining shall be paid to Maintech.

6. MISCELLANEOUS

6.1 Relationship of Parties – Except as specifically provided in this TSA, neither party will (a) act or represent or hold itself outas having authority to act as an agent or partner of the other party, or (b) bind or commit in any way the other party to anyobligations or agreement or make any representations or warranties on behalf of the other party, whether express or implied.The parties shall operate as, and have the status of, independent contractors and nothing contained in this TSA will beconstrued as creating a partnership, joint venture, agency, trust, fiduciary relationship or other association of any kind, eachparty being individually responsible only for its obligations as set forth in this TSA. The parties’ respective rights andobligations hereunder will be limited to the contractual rights and obligations expressly set forth in this TSA on the terms andconditions set forth in this TSA.

6.2 Notices – Any notice or other communications required or permitted under this TSA will be sufficiently given if delivered in

person, transmitted by e-mail of a .pdf document (with confirmation of transmission), or sent by registered or certified mail,postage prepaid, or recognized overnight courier service addressed as follows:

If to VISI: Volt Information Sciences, Inc.

2401 N. Glassell Street Orange, California 92865 E-mail: navedissian@volt.com Attention: Nancy Avedissian, General Counsel

With a copy to: Milbank, Tweed, Hadley & McCloy LLP 2029 Century Park East, 33rd Floor Los Angeles, CA 90067 E-mail: nwertlieb@milbank.com amoses@milbank.com Attention: Neil J Wertlieb, Esq. Adam R. Moses, Esq.

If to Maintech: Maintech, Incorporated c/o Oak Lane Partners, LLC 4730 NW 2nd Avenue, Suite 100 Boca Raton, FL 33431 Attention: Bhavin Shah Email: bshah@oaklanepartners.com

With a copy to: Chapman and Cutler LLP 1270 Avenue of the Americas, 30th Floor New York, NY 10020 Attention: Larry Halperin halperin@chapman.com

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 14

CONFIDENTIAL AND RESTRICTED

or such other addresses or numbers and/or addressee as are furnished in writing by either party, and such notice orcommunication will be deemed to have been given (i) as of the date so personally delivered, (ii) on the third Business Dayafter the mailing thereof or (iii) on the first Business Day after delivery by recognized overnight courier service ortransmission by email.

6.3 Governing Law; Consent to Exclusive Jurisdiction – The interpretation and construction of this TSA, and all mattersrelating to this TSA, will be governed by the laws of the State of New York applicable to contracts made and to be performedentirely within the State of New York without giving effect to any conflict of law provisions thereof. Each of the parties agreesthat any legal action or proceeding with respect to this TSA may be brought in the federal and state courts located in the State ofNew York, and, by execution and delivery of this TSA, each party to this TSA irrevocably submits itself in respect of itsproperty, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts in any legal action or proceedingarising out of this TSA. Each of the parties irrevocably waives any objection which it may now or hereafter have to the layingof venue of any of the aforesaid actions or proceedings arising out of or in connection with this TSA brought in the courtsreferred to in the preceding sentence. Each party consents to process being served in any such action or proceeding by themailing of a copy thereof to the address (set forth in Section 6.2) below its name and agrees that such service upon receipt willconstitute good and sufficient service of process or notice thereof. Nothing in this paragraph will affect or eliminate any right toserve process in any other manner permitted by law.

6.4 WAIVER OF JURY TRIAL – THE PARTIES TO THIS TSA IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTSTO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANYACTION OR OTHER PROCEEDING BROUGHT BY ANY PARTY TO THIS TSA AGAINST THE OTHER PARTY TOTHIS TSA WITH RESPECT TO ANY MATTER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ORRELATED TO THIS TSA OR ANY PORTION OF THIS TSA, WHETHER BASED UPON CONTRACTUAL,STATUTORY, TORTIOUS OR OTHER THEORIES OF LIABILITY. EACH PARTY REPRESENTS THAT IT HASCONSULTED WITH COUNSEL REGARDING THE MEANING AND EFFECT OF THE FOREGOING WAIVER OF ITSRIGHT TO A JURY TRIAL.

6.5 Recovery of Fees by Prevailing Party – In any action at law or in equity to enforce any of the provisions or rights under thisTSA, the party which does not prevail in such litigation, as determined by the court in a final judgment or

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 15

CONFIDENTIAL AND RESTRICTED

decree, shall pay to the prevailing party all reasonable costs, expenses and attorneys’ fees incurred by the prevailing party,including such costs, expenses and fees of any appeals. If the prevailing party shall recover judgment in any action orproceeding, its reasonable costs, expenses and attorneys’ fees shall be included as part of such judgment.

6.6 Entire Agreement; Amendment – This TSA (which includes Annex A and Schedules I, II, III and IV ), together with theSPA (solely to the extent applicable), constitute the entire agreement and supersede all prior agreements and understandings,both written and oral, between the parties with respect to the subject matter hereof. Subject to applicable Law, this TSA may beamended, modified and supplemented in any and all respects by written agreement of the parties at any time with respect to anyof the terms contained herein. Solely with respect to the matters expressly contemplated by this TSA, each party to this TSAhereby acknowledges that it has not relied on any promise, representation or warranty that is not set forth in this TSA or theStock Purchase Agreement.

6.7 Parties in Interest – This TSA may not be transferred, assigned, pledged or hypothecated by either party hereto (whether by

operation of law or otherwise) without the prior written consent of the other party. This TSA will be binding upon and inure tothe benefit of the parties and their respective successors and permitted assigns.

6.8 Interpretation – The headings contained in this TSA are for reference purposes only and will not affect in any way themeaning or interpretation of this TSA. Whenever the words “include,” “includes,” “including” or similar expressions are usedin this TSA, they will be understood to be followed by the words “without limitation”. The parties have participated jointly inthe negotiation and drafting of this TSA. In the event of an ambiguity or question of intent or interpretation arises, this TSAwill be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoringany party by virtue of the authorship of any provisions of this TSA. All references to “$” or “dollars” are to U.S. dollars, and allamounts to be calculated or paid under this TSA will be in U.S. dollars.

6.9 Third-Party Beneficiaries – Each party intends that this TSA will not benefit or create any right or cause of action in or onbehalf of any Person other than the parties hereto; provided, however, that notwithstanding this Section 6.9, the provisions ofSection 4.3.2 and Section 4.3.3 will inure to the benefit of the Persons identified therein, and may be enforced by such Personsand their respective heirs and personal representatives.

6.10 Annexes and Schedules – Annex A, Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V and Schedule VI areincorporated in, and made a part of, this TSA.

6.11 Severability – If any term, provision, covenant or restriction of this TSA is held by a Governmental Entity to be invalid, void,

unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this TSAwill remain in full force and effect and will in no way be affected, impaired or invalidated.

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 16

CONFIDENTIAL AND RESTRICTED

6.12 Waiver – Except as otherwise provided in this TSA, any failure of either of the parties to comply with any obligation,covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a writteninstrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with suchobligation, covenant, agreement or condition will not operate as a waiver of, or estoppel with respect to, any subsequent orother failure.

6.13 Force Majeure – No liability shall result from any delay or failure in performance by either party resulting from any cause,condition or event beyond the reasonable control of the party affected, including acts of God, fire, flood, war, governmentaction, accident, labor trouble or shortage, or inability to obtain material, utilities, equipment, energy or transportation (each a“Force Majeure Event”). Either party claiming the benefit of this Section 6.13 shall promptly notify the other party in writingupon learning of the occurrence of any Force Majeure Event and upon such notice the affected provisions and/or otherrequirements of this TSA shall be suspended or reduced by an amount consistent with reductions made to the other operationsof such party that are also affected by such Force Majeure Event during the period of such disability. Upon the cessation ofsuch Force Majeure Event, both parties will use commercially reasonable best efforts to resume performance hereunder as soonas practicable following the Force Majeure Event, and, in any event, within fifteen (15) days of giving notice of such ForceMajeure Event. If the Force Majeure Event continues to have effect for a period of more than fifteen (15) days, the party notclaiming relief under this Section 6.13 shall have the right to terminate the Services affected by such Force Majeure Eventimmediately upon written notice of such termination to the other party.

6.14 Counterparts – This TSA may be executed in counterparts and multiple originals, each of which will be deemed an original,and all of which taken together will be considered one and the same agreement.

6.15 Disclaimer – EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NONE OF VISI OR ITS RESPECTIVEAFFILIATES OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PARTY MAKES ANY REPRESENTATIONSOR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY WITH RESPECT TO THESERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY WARRANTY OFMERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE OR NON-INFRINGEMENT, ORTHE ACCURACY, AVAILABILITY, TIMELINESS OR COMPLETENESS OF, OR THE RESULTS TO BE OBTAINEDFROM, SUCH SERVICES, AND VISI AND ITS RESPECTIVE AFFILIATES HEREBY DISCLAIM THE SAME.

TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 17

CONFIDENTIAL AND RESTRICTED

(Signature page follows) TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 18

CONFIDENTIAL AND RESTRICTED

IN WITNESS WHEREOF, the parties have duly executed and delivered this Transition Services and Asset Transfer Agreement underseal on date indicated below. Maintech, Incorporated Volt Information Sciences, Inc.

By: /s/ Bhavin Shah By: /s/ Paul R. Tomkins

Name: Bhavin Shah Name: Paul R. Tomkins

Title: Authorized Officer Title: SVP & CEO

Date: March 6, 2017 Date: March 6, 2017 TRANSITION SERVICES AND ASSET TRANSFER AGREEMENT Page 19

CONFIDENTIAL AND RESTRICTED

Annex A to Transition Services and Asset Transfer Agreement

[Attached]

A-1

SCHEDULE I

Assets

[Attached]

SCHEDULE II

Assigned Contracts

[Attached]

SCHEDULE III

Employees

[Attached]

SCHEDULE IV

VISI Receivables

[Attached]

SCHEDULE V

Bank Accounts

US Bank Account Details

Foreign Bank Account Details

SCHEDULE VI

Assigned Contracts Bank Accounts

Exhibit 99.1

FOR IMMEDIATE RELEASE

Volt Information Sciences Completes Sale of Maintech

NEW YORK, NY, March 7, 2017 – Volt Information Sciences, Inc. (“Volt” or the “Company”) (NYSE-MKT:VISI), an internationalprovider of staffing services and technology outsourcing services, today announced that, effective after the close of the markets onMarch 6, 2017, it completed the sale of Maintech, Incorporated (“Maintech”), its information technology infrastructure support business, toMaintech Holdings, LLC, a newly-formed holding company and affiliate of Oak Lane Partners, LLC, whose management team hassignificant experience in the technology infrastructure support industry.

Under the terms of the sale agreement, Volt sold Maintech for a purchase price of $18.3 million, subject to a $100,000 holdback,deductions for outstanding debt and certain expenses and a customary closing working capital adjustment, which resulted in Volt receivingcash proceeds of $13.9 million at closing. The purchase price is subject to possible adjustments following closing, including under acustomary post-closing working capital adjustment and through the potential release to Volt of the $100,000 holdback if certain conditionsare satisfied.

“We are pleased to announce the completion of the sale of Maintech and believe this business will continue to thrive under newownership,” said Michael Dean, Volt’s President and Chief Executive Officer. “The divestiture of non-core assets has been an importantpart of our goal to simplify Volt’s corporate structure and streamline our operational focus. Similar to our previous divestitures, we areconfident that the sale of Maintech will enable us to better allocate management attention and resources to opportunities within our corestaffing business, where we believe we are best positioned to add value. In addition, the immediate cash proceeds from the transaction havesignificantly strengthened Volt’s balance sheet and improved our financial flexibility.”

Maintech Holdings, LLC is owned by MTECH Holdings, LLC.

Information concerning this transaction was filed by Volt today with the Securities and Exchange Commission and can be obtained atwww.sec.gov or the ‘Investors’ section of Volt’s website at www.volt.com.

Stifel Financial Corp. acted as sole financial advisor, and Milbank, Tweed, Hadley & McCloy LLP acted as legal advisor to Volt inconnection with the transaction.

About Volt Information Sciences, Inc.

Volt Information Sciences, Inc. is a global provider of staffing services (traditional time and materials-based as well as project-based),managed service programs and technology outsourcing services. Our staffing services consists of workforce solutions that includeproviding contingent workers, personnel recruitment services, and managed services programs supporting primarily professionaladministration, technical, information technology, light-industrial and engineering positions. Our managed service programs consist ofmanaging the procurement and on-boarding of contingent workers from multiple providers. Our technology outsourcing services providepre and post production development, testing and customer support to companies in the mobile, gaming, and technology devices industries.Our complementary businesses offer customized talent, technology and consulting

solutions to a diverse client base. Volt services global industries including aerospace, automotive, banking and finance, consumerelectronics, information technology, insurance, life sciences, manufacturing, media and entertainment, pharmaceutical, software,telecommunications, transportation, and utilities. For more information, visit www.volt.com.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to a number of known and unknown risks, including, among others,general economic, competitive and other business conditions, the degree and timing of customer utilization and rate of renewals ofcontracts with the Company, and the degree of success of business improvement initiatives that could cause actual results, performance andachievements to differ materially from those described or implied in the forward-looking statements. Information concerning these andother factors that could cause actual results to differ materially from those in the forward-looking statements are contained in companyreports filed with the Securities and Exchange Commission. Copies of the Company’s latest Annual Report on Form 10-K and subsequentQuarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission, are available without charge upon request to VoltInformation Sciences, Inc., 1133 Avenue of the Americas, New York, New York 10036, Attention: Shareholder Relations, 212-704-7921.These and other SEC filings by the Company are also available to the public over the Internet at the SEC’s website at http://www.sec.govand at the Company’s website at http://www.volt.com in the Investors section.

Investor Contacts:Volt Information Sciences, Inc.voltinvest@volt.com

Lasse GlassenAddo Investor Relationslglassen@addoir.com424-238-6249