STOCK PURCHASE AGREEMENT

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

1.1            Defined Terms .  As used in this Agreement, the following terms shall have the meanings specified or referred to below:

“ Alternative Transaction " shall have the meaning set forth in Section 6.4.

" Assets " shall mean all properties and assets of every kind and character or description, tangible or intangible, owned by the Company or otherwise used or held for use in connection with its business as of the Closing Date, including without limitation, the Intellectual Property, Company Licenses and Contracts. Assets shall expressly exclude improvements and enhancements to the Intellectual Property and any new products developed after the Closing.

“ Business Day " shall mean any day that is not a Saturday or a Sunday or a day on which banks located in California are authorized or required to be closed.

" Cash Amount " shall mean the amount of 907,500 Euros, such amount to be payable by way of the Initial Cash Payment, as such Initial Cash Payment may be adjusted as provided for in Schedule 2 , and in two additional cash payments to be made pursuant to the terms of the Secured Note.

" Closing " shall have the meaning set forth in Section 3.1.

" Closing Date " shall have the meaning set forth in Section 3.1.

" Closing Date Liabilities " shall have the meaning set forth in Section 4.6.

" Code " shall mean the Internal Revenue Code of 1986, as amended, and corresponding applicable statutes of the Finanzbehoerden.  All citations to the Code or to the regulations promulgated thereunder shall include any amendments or any substitute or successor provisions thereto.

" Company/Seller Approvals " shall have the meaning set forth in Section 4.5.

" Company Licenses " shall mean all rights and incidents of interest in and to all licenses, franchises, grants, easements, exceptions, certificates, consents, permits, approvals, orders and other authorizations of any Governmental Body, all of which have been identified on Schedule 4.11 .

“ Confidential Information ” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information).

“ Contemplated Transactions " shall mean the purchase of the Shares by the Purchaser from the Sellers and the execution, delivery and performance of and compliance with this Agreement and all other agreements to be executed and delivered pursuant to this Agreement.

" Consulting Agreement " shall mean the Consulting Agreement to be delivered at Closing between the Purchaser and Dr. Matthias Pfalz, who is the current Operating Manager of the Company, such Consulting Agreement to be substantially in the form of Exhibit A , attached hereto.

" Contracts " shall mean all contracts, agreements, commitments, notes, bonds, deeds of trust, indentures, leases, mortgages, arrangements, instruments and documents of any nature or description that the Company is party to or obligated by, including without limitation the License Agreements.

" Damages " shall have the meaning set forth in Section 10.1.

" Employment Agreements " shall mean the Employment Agreement to be delivered at Closing between the Purchaser and each of Reinhard Caliebe and Andreas Gorke, substantially in the forms of Exhibit C and Exhibit D , respectively, attached hereto.

" Encumbrance " shall mean any security interest, pledge, mortgage, lien, charge, encumbrance, license, easement, right-of-way, cloud on title, adverse claim, preferential arrangement or restriction of any kind, including, but not limited to, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

" Escrow Agreement " shall mean the Escrow Agreement to be delivered at Closing among the Sellers, the Purchaser and such escrow agent as shall be selected and agreed to by the Parties prior to the Closing Date, substantially in the form of Exhibit E attached hereto.

" Euros " shall mean the exchange rate of the Euro in dollars as published in the Wall Street Journal on the last publication date prior to the date any determination under this Agreement requiring such exchange rate is necessary.

“ Exhibits ” shall be deemed to mean and shall be limited to those exhibits to this Agreement which are listed and set forth on the page of this Agreement entitled Exhibits and Schedules.

“ Finanzbehoerden ” shall mean the German tax and revenue authorities which are the equivalent of the IRS in the United States.

" GAAP " shall mean generally accepted accounting principles in the United States.

" Governmental Body " shall mean any United States or German federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body or any quasi-governmental or private body exercising any regulatory or taxing authority thereunder.

" Helix Shares " shall have the meaning and shall be adjusted as provided for and set forth in Section 2.2(b).

“ Initial Cash Payment ” shall mean the cash sum of 550,000 Euros, as such amount may be adjusted as provided in Schedule 2 .

" Intellectual Property " shall mean any and all: (a) invention registrations, (b) patents (including but not limited to design patents), patent registrations and patent applications (including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations) and all improvements to the inventions disclosed in each such registration, patent or application, (c) trademarks, trademark rights, business identifiers, service marks, trade dress, logos, trade names, brand names and corporate names (and any deviations thereof), whether or not registered, including but not limited to all common law rights, and registrations and applications for registration thereof, including, but not limited to, all marks registered in any trademark offices throughout the world, (d) registered and unregistered copyrights in both published works and unpublished works (including but not limited to copyrights on designs) and registrations and applications for registration thereof, (e) computer software, including, without limitation, source code, operating systems and specifications, data, data bases, files, documentation and other materials related thereto, data and documentation, (f) all know-how, trade secrets and confidential or proprietary, technical and business information (including but not limited to ideas, pricing information, client lists and other data, formulas, compositions, inventions, and conceptions of inventions whether patentable or unpatentable and whether or not reduced to practice), (g) whether or not confidential, technology (including know-how and show-how), production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (h) all goodwill associated therewith accruing from the dates of first use thereof, and all rights associated with the foregoing, (i) all Contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party, and (j) all registered website and domain names.

" IRS " shall mean the Internal Revenue Service.

" Laws " shall mean all federal, state, local, regional, municipal or foreign laws, statutes, rules, regulations, ordinances, codes, decrees, judgments, orders or other legal requirements.

" Liabilities " shall mean any and all liabilities, duties and obligations of, and claims against or relating to, the Company or the ownership, possession or use of any of the Assets or the Shares, whether accrued, unaccrued, absolute, contingent, known or unknown, asserted or unasserted (including, without limitation, all liabilities of the Company to any Person, including any employee, consultant, officer or director of the Company, or to their respective spouses and/or children and/or Affiliates, in any amount whatsoever, and all liabilities of the Company with respect to this Agreement or the Contemplated Transactions, including, without limitation, legal and accounting fees).

“ Liabilities Schedule ” shall have the meaning set forth in Section 4.6.

" License Agreements " shall have the meaning set forth in Section 4.13(b).

" Lock-Up Agreement " shall mean the Lock-Up Agreement to be delivered at Closing by each of the Sellers, substantially in the form of Exhibit F attached hereto.

" Party " shall mean any of the Purchaser, the Company, the Sellers or the Principals, as the case may be.

“ Patent ” shall have the meaning set forth in Section 2.2(a).

" Patent Default Date " shall mean the second anniversary of the Closing Date.

" Person " shall mean any individual, corporation, limited liability company, partnership, joint venture, trust, association, unincorporated organization, other entity or Governmental Body.

" Purchase Price " shall have the meaning set forth in Section 2.2.

" Put Right Agreement " shall mean the Put Right Agreement to be delivered at Closing among each of the Sellers and Helix, substantially in the form of Exhibit G attached hereto.

" Purchaser Indemnified Parties " shall have the meaning set forth in Section 10.1.

" Records " shall mean all documents and records relating to the Company and its business (including without limitation, all employment and personnel records, technical design and know-how, sales data, customer lists, and all other information relating to customers, representatives, distributors and suppliers and other information including advertising materials) and copies of all accounting books, records, ledgers and electronic data processing materials.

“ Schedules ” shall be deemed to mean and shall be limited to those schedules to this Agreement which are listed and set forth on the page of this Agreement entitled Exhibits and Schedules.

" Second Cash Payment " shall have the meaning set forth in Section 2.2(a).

" Secured Note " shall mean that certain Secured Promissory Note to be issued on the Closing Date to the Sellers in the amount of the cash portion of the purchase price which is to be paid following Closing, as provided for in Section 2.2(a), and being in the form attached hereto as Exhibit H .

" Seller Indemnified Parties " shall have the meaning set forth in Section 10.2.

“ Sellers’ Loans” shall mean the [approximately 497,432 Euros] aggregate amount of loans made by the Sellers and third parties to the Company as of the Closing Date. Said loans shall be repaid by the Company at and following Closing in accordance with the payment schedule which is set forth on attached Schedule 4.6, and to the extent any amount is not paid at Closing, the Sellers’ Loans shall be amended to reflect payment by the Company to the Sellers over the 24-month period subsequent to Closing, subject to adjustments and offsets as provided herein.

" Taxes " shall mean all taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, together with any interest and any penalties, fines, additions to tax or additional amounts imposed by any Governmental Body and shall include any transferee liability in respect of Taxes.

" Tax Returns " shall mean any federal, state, local or foreign return, report, information return or other document (including any related or supporting information) filed or required to be filed with any Governmental Body in connection with the determination, assessment or collection of any Taxes or the administration of any laws, regulations or administrative requirements relating to any Taxes.

" Third Cash Payment " shall have the meaning set forth in Section 2.2(a).

" Transaction Documents " shall mean, collectively, this Agreement, the Escrow Agreement, the Secured Note, the Employment Agreements, the Consulting Agreement, the Lock-Up Agreement, the Put Right Agreement and any and all agreements, exhibits, schedules, certificates, instruments and other documents contemplated hereby or executed and delivered in connection herewith.

1.2            Construction .  As used in this Agreement, the masculine, feminine or neuter gender and the singular or plural numbers shall each be deemed to include the other whenever the context so requires. This Agreement shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the Party causing this Agreement or any part hereof to be drafted. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rules of strict construction will be applied against any Party. The Parties acknowledge that each Party has reviewed this Agreement and has had the opportunity to have it reviewed by legal counsel of its own choosing. If any words or phrases are stricken or otherwise eliminated, whether or not other words or phrases have been added, this Agreement shall be construed as if the words or phrases stricken or otherwise eliminated were never included in this Agreement.

2.1            Purchase and Sale of Shares .  Upon the terms and subject to the conditions set forth herein, and on the basis of the representations and warranties contained herein, at the Closing, the Sellers shall sell, convey, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all of the Sellers’ right, title and interest in and to the Shares, free and clear of any Encumbrance, such Shares constituting 100% of the Company’s outstanding capital stock. !

2.2            Purchase Price .  The purchase price for the Shares (the "Purchase Price") shall be 2,750,000 Euros, consisting of (i) the Cash Amount, adjusted as provided in (a) below, and (ii) the balance payable in shares of common stock of Helix, adjusted as provided in (b) below. The stock portion of the purchase price shall be reduced by 250,000 Euros to reflect a decrease in value of the Vertikon technology.

(a)            Cash and Note .  At the Closing, the Purchaser shall deliver to the Company (i) the Initial Cash Amount of 550,000 Euros by wire transfer of such funds to an account designed by the Sellers at least two Business Days prior to Closing and (ii) the Secured Note. The Secured Note shall provide that 115,000 Euros shall be due and payable to the Sellers on the 12-month anniversary of the Closing Date (the “Second Cash Payment”), and 242,500 Euros shall be due and payable to the Sellers on the 24-month anniversary of the Closing Date (the “Third Cash Payment”).  If the Parties negotiate different payment terms for the Cash Payment at Closing and at 12 and 24 months, then the Secured Note shall reflect those terms. The Secured Note shall be made and executed by, and shall constitute the binding obligation of, the Purchaser.  The Secured Note shall be (i) secured by all the Assets , and (ii) automatically null and void upon the Patent Default Date if Dr. Matthias Pfalz and Reinhard Caliebe do not reasonably assist in the filing in the United States of the contemplated patents for the blade and support structures utilized in the VENCO turbines  (the “Patent”). The Third Cash Payment shall be further secured pursuant to the terms of the Escrow Agreement, which shall provide that 7.5% of the gross sales of turbines sold by the Company shall be deposited into the escrow account established thereunder and shall be disbursed to the Sellers upon the date that the Third Cash Payment is due.

For purposes of the foregoing, Dr. Matthias Pfalz and Reinhard Caliebe shall be deemed to have fully satisfied their obligations hereunder to have reasonably assisted in the filing of the Patent if and to the extent they have cooperated, as reasonably within their power and control, with the reasonable written requests of the Purchaser for the filing of the Patent and have signed and, to the extent necessary, participated in the preparation and submission of, applicable applications necessary for the filing of the Patent; provided that, neither Dr. Matthias Pfalz nor Reinhard Caliebe shall have or incur any financial responsibility or liability in connection with the filing of the Patent and neither such individual shall be required to expend or advance any sums or amounts in connection therewith, all such costs and expenses relating to or incurred in connection with the Patent being the sole and exclusive obligation of the Purchaser.

The Secured Note shall provide that the Second Cash Payment shall be reduced by the amount that the Damage, if any, exceeds the Closing Date Liabilities; provided that, the amount of any such reduction of the Second Cash Payment shall in no event or under any circumstances exceed the sum of 40,000.00 Euros.

The Secured Note shall provide that the Third Cash Payment shall be contingent on certain events having occurred prior to the second anniversary of the Closing Date, all as described in the Secured Note.

The Secured Note shall be secured by the granting of a security interest in all of the Assets of the Company, which security interest shall be memorialized and embodied by the security agreement which is provided for in the Secured Note and which provides or shall provide that in the event of a default by Purchaser under the terms of the Secured Note, under this Agreement or under any of the other Transaction Documents, the Sellers shall be entitled to, among other remedies, exercise all of the rights of a secured party under the laws of the United Kingdom.

(b)     Helix Shares . At the Closing, the Purchaser shall cause to be issued to the Sellers, pro ratably, the number of shares of common stock of Helix (the “Helix Shares”) equal to the quotient of (x) 1,592,500 Euros and (y) the weighted average conversion rate of the Euro for the ten (10) Business Days prior to the Closing Date divided by (z) $2.00 (US).

In accordance with the formula set forth on Schedule 2 , the Initial Cash Payment and the number of Euros set forth in Section 2.2(b) shall be adjusted on the Closing Date.

2.3            Exhibits to be Delivered .  The Parties have agreed to execute and deliver this Agreement based on the Schedules and Exhibits attached hereto (collectively, the “Agreement Exhibits”), on the condition that, notwithstanding anything contained herein to the contrary, if the due diligence review to be done by the Purchaser after the date hereof indicates that any of the information disclosed on the Agreement Exhibits is inaccurate, incomplete or untrue in any material way, the Purchaser shall have the right, in its sole and absolute discretion, to terminate this Agreement, whereupon this Agreement shall be terminated and have no further force and effect and neither Party shall have any liability or responsibility to the other.

3.1            Closing Date .  The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of the Purchaser within two (2) Business Days after the date on which all of the conditions and obligations of the Parties as set forth in Articles 7 and 8 of this Agreement shall have been substantially satisfied in all material respects or otherwise duly waived, or on such other date and at such other place and date as the Purchaser and the Sellers may hereafter agree upon in writing (such date and time of the Closing being referred to herein as the "Closing Date").

4.1            Organization and Good Standing .  The Company is a corporation duly organized, validly existing and in good standing under the laws of Germany.  The Company has all requisite corporate or other power to own, operate and lease the Assets and carry on its business as the same is now being conducted and as contemplated to be conducted.

4.2            Capitalization of the Company .  3 shares of stock of the Company, which allow for a total of 540 votes, are issued and outstanding, such stock having a par value of 50 Euros per share.  The number of authorized, but unissued shares of stock of the Company shall be provided by the Sellers and the Company to the Purchaser prior to the Closing Date.  All of the outstanding shares of the capital stock of the Company are validly issued, fully paid and non-assessable and owned solely by the Sellers. There are, and at the Closing there will be, no outstanding subscriptions, options, rights, warrants, convertible securities, preemptive rights or other agreements, or understandings with respect to the voting, sale, transfer, rights of first refusal, rights of first offer, proxy or registration or calls, demands or commitments of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Company, whether directly or upon the exercise or conversion of other securities.  There are, and at the Closing there will be, no outstanding contractual obligations of the Company or the Sellers to repurchase, redeem or otherwise acquire any shares of their respective capital stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Company does not and has never maintained any stock, partnership, joint venture or any other security or ownership interest in any other Person.

The Shares constitute 100% of the issued and outstanding capital stock of the Company, and, upon consummation of the Contemplated Transactions, the Purchaser will own 100% of the issued and outstanding capital stock of the Company, free and clear of any Encumbrance other than those restrictions imposed by applicable securities Laws.

4.3            Authority Relative to Agreement .  The Company has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement and has taken all action, corporate or otherwise, necessary in order to execute and deliver the Transaction Documents and all other instruments or agreements to be executed by the Company in connection herewith and to consummate the Contemplated Transactions.  Each of the Sellers has the capacity and authorization to execute and deliver the Transaction Documents and all other instruments or agreements to be executed by the Sellers in connection herewith and to consummate the Contemplated Transactions. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and the Sellers.  This Agreement and the other Transaction Documents constitute the valid and binding obligation of the Company and each of the Sellers, as the case may be, enforceable against them in accordance with the respective terms thereof, subject to laws relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshaling or other laws and rules of law affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights).

4.4            Absence of Conflict .  Neither the execution and delivery of the Transaction Documents by the Company and/or the Sellers nor the consummation of the Contemplated Transactions by the Company and/or the Sellers will (a) violate, conflict with, result in a breach or termination of, constitute a default under or give rise to a right to terminate, amend, cancel or accelerate (or an event which, with notice or lapse of time or both, would constitute the same) (i) any Contract to which the Company or any of the Sellers is a party or by which any of their respective properties or assets is bound, (ii) the Articles of Incorporation or Bylaws of the Company, (iii) any Law, order of a Governmental Body or any other restriction of any kind or character applicable to the Company or the Sellers or any of their respective properties or assets, other than obtaining the Company/Seller Approvals prior to Closing or (b) result in the creation or imposition of any Encumbrance upon the Shares or any Asset or any other property or asset of the Company.

4.5            Consents and Approvals .  No consent, waiver, registration, certificate, approval, grant, franchise, concession, permit, license, exception or authorization of, or declaration or filing with, or notice or report to, (a) any Governmental Body or (b) any other Person (including, but not limited to, any party to any of the Contracts, is required in connection with the execution, delivery and performance of the Transaction Documents by the Company or the Sellers, other than the approvals set forth on Schedule 4.5 (such approvals collectively referred to as the "Company/Seller Approvals”).

4.6            Liabilities .  Neither the Company nor any of the Sellers have any Liabilities or obligations existing as of the date of this Agreement of any nature (whether absolute, accrued, contingent or otherwise) in connection with the Assets, the Contracts or the business of the Company other than as set forth on Schedule 4.6 attached hereto (the “Liabilities Schedule”).  On the Closing Date, said Liabilities Schedule shall be updated to reflect Liabilities incurred by Company and, except to the extent otherwise permitted without consent of the Purchaser pursuant to Section 6.3(g), approved by the Purchaser after the date hereof up to and including the Closing Date; said Schedule to be the “Closing Date Liabilities”. The items listed on attached Schedule 4.6 which are identified in such schedule and listed as Third Party Loans and Shareholder Loans, respectively, are to be evidenced and paid by Helix pursuant to promissory notes to be issued by Helix, except to the extent otherwise agreed by the Sellers and the Company.

4.7            Litigation .  Except as set forth on Schedule 4.7 , there is no action, suit, hearing, inquiry, review, proceeding or investigation by or before any court or Governmental Body pending, or threatened against or involving the Company or any of the Sellers or with respect to the activities of any employee or agent of the Company.  Neither the Company nor the Sellers have received any notice of any event or occurrence which could result in any such action, suit, hearing, inquiry, review, proceeding or investigation.

4.8            Tax Matters .

(a)           Except as set forth on Schedule 4.8 , the Company and the Sellers have filed or caused to be filed on a timely basis all Tax Returns that are or were required to be filed by them, pursuant to the Laws or administrative requirements of each Governmental Body with taxing power over it or its assets.  As of the time of filing, all such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status, and other matters of the Company and any other information required to be shown thereon.  An extension of time within which to file any such Tax Return that has not been filed has not been requested or granted.  The Company and the Sellers have delivered to the Purchaser true, complete and correct copies of all Tax Returns filed by them for the last three years.   Schedule 4.8 lists all state, local and foreign jurisdictions in which the Company has previously filed or currently file Tax Returns, which are all of the state, local or foreign taxing jurisdictions in which the Company has been or are required to file Tax Returns.  There is no audit, action, suit, claim, proceeding or any investigation or inquiry, whether formal or informal, public or private, now pending or threatened against or with respect to the Company or either of the Sellers in respect of any Tax.  There are no Encumbrances for Taxes upon the assets of the Company.

(b)           With respect to all amounts in respect of Taxes imposed on the Company and the Sellers or for which they are or could be reasonably liable, whether to Governmental Bodies (as, for example, under Law) or to other Persons (as, for example, under tax allocation agreements), with respect to all taxable periods or portions of periods since their inception through the Closing, and except as set forth on Schedule 4.8 , (i) all applicable tax laws and agreements have been complied with in all material respects, and (ii) all such amounts required to be paid by the Company or the Sellers to Governmental Bodies or others on or before the date hereof have been paid.

(c)           As of the date hereof, and except as set forth on Schedule 4. 8, neither the Company nor any of the Sellers have requested, executed or filed with the IRS, the Finanzbehoerden or any other Governmental Body any agreement or other document extending or having the effect of extending the period for assessment or collection of any Taxes for which the Company or the Sellers could be liable and which still is in effect.

(d)           There exists no tax assessment, proposed or otherwise, against the Company or the Sellers nor any lien for Taxes against any assets or property of the Company or the Sellers.

(e)           All Taxes that the Company or the Sellers are or were required by Law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person.

(f)           Neither the Company nor the Sellers are a party to, bound by or subject to any obligation under any tax sharing, tax indemnity, tax allocation or similar agreement.

(g)           There is no claim, audit, action, suit, proceeding, or investigation with respect to Taxes due or claimed to be due from the Company or the Sellers or of any Tax Return filed or required to be filed by the Company or the Sellers pending or threatened against or with respect to the Company or the Sellers.

4.9            No Brokers or Finders .  Neither the Company nor any of the Sellers has, nor have any of its respective Affiliates, officers, directors or employees on their behalf, employed any broker or finder or incurred any liability for any brokerage or finder's fee or commissions or similar payment in connection with any of the Contemplated Transactions, and no Person has or will have any right, interest or valid claim against or upon the Purchaser or its Affiliates for any such fee or commission.

4.10            Financial Statements .

(a)           The audited financial statements of the Company to be delivered prior to Closing (collectively, the "Company Financial Statements"), are to be compiled on the accrual basis of accounting in accordance with Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants and in accordance with GAAP.

 (b)           Except as otherwise disclosed in any financial statements provided by the Company to the Purchaser prior to the date of this Agreement, since January 1, 2009, there has been no material adverse change in the business, operations or financial condition of the Company or any event, condition or contingency that could reasonably be expected to result in such a material adverse effect with respect to the Company or its business. !

4.11            Compliance with Law .  The operations of the Company have been conducted in all material respects in accordance with all applicable Laws including without limitation any Laws pertaining to the insurance industry.  Neither the Company nor the Sellers have received any notification of any asserted present or past failure to comply with any such Laws, and the Company is in compliance in all material respects with all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any such Laws.  The Company Licenses described and listed on Schedule 4.11 constitute all licenses, permits, orders, certificates, authorizations or other approvals of Governmental Bodies required for the conduct of its business under applicable Laws. The Company is not in violation of any such Company Licenses.  All such Company Licenses are in full force and effect and no suspension or cancellation thereof has been threatened.

(a)           The Company has good and marketable title to all of the Assets, in each case free from any Encumbrances except as may be otherwise disclosed in this Agreement, all such Assets being listed on Schedule 4.12 . The Company holds all leased real or personal property under valid and enforceable leases. Upon the Closing, the Company will own, or owns all of the Assets, and with respect to contract rights, is a party to and enjoys the right to the benefits of all Contracts used in or relating to the conduct of its business.

(b)           Following the consummation of the Contemplated Transactions, the Company will own, pursuant to good and marketable title, or lease, under valid and subsisting leases, or otherwise retain its respective interest in, the Assets without incurring any penalty or other adverse consequence, including, without limitation, any increase in rentals, royalties, or licenses or other fees imposed as a result of, or arising from, the consummation of the Contemplated Transactions.

4.13            Intellectual Property Rights .

(a)           All Intellectual Property of the Company is currently in compliance with all legal requirements (including timely filings, proofs and payments of fees) and is valid and enforceable.  No Intellectual Property of the Company which is necessary for the conduct of Company’s business as currently conducted or as currently proposed to be conducted has been or is now involved in any cancellation, dispute or litigation, and no such action is threatened.  No patent of the Company has been or is now involved in any interference, reissue, re-examination or opposition proceeding.  The Company and the Sellers hereby further disclose, however, that there has been some objection to one attempted patent application in Germany which is now pending, but that the Company’s patent attorneys’ have advised that the objection is without substantial merit.

(b)           All of the licenses and sublicenses and consent, royalty or other agreements concerning Intellectual Property which are necessary for the conduct of the Company’s business as currently conducted or as currently proposed to be conducted to which the Company is a party or by which any of its assets are bound (collectively, “ License Agreements ”) are valid and binding obligations of the Company and the other parties thereto, enforceable in accordance with their terms, and there exists no event or condition which will result in a material violation or breach of or constitute (with or without due notice or lapse of time or both) a default by the Company under any such License Agreement.