Common use of Contracts Clause in Contracts

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. Schedule 2.1(x) sets forth all oral or written contracts, agreements, indentures, notes, bonds, loans, instruments, leases, commitments, or other arrangements or commitments (acollectively, “Contracts”) to which the Company or any of its Subsidiaries is a party or by which it is bound with a value in excess of $75,000, in each case, of any of the following types (collectively, the “Material Contracts”): (i) Contracts with any current or former officer or director of the Company or any of the Company’s Subsidiaries or any other employment, non-competition, severance, consulting, or similar agreement; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Company’s Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Company’s Subsidiaries other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of their assets; (iv) joint venture agreements; (v) Contracts containing covenants of the Company or any of the Company’s Subsidiaries not to compete in any line of business or with any person in any geographical area; (vi) Contracts relating to the acquisition by the Company or any of the Company’s Subsidiaries of any operating business or the capital stock of any other Person; (vii) Contracts relating to indebtedness; or (viii) Contracts granting any registration or similar right in respect of securities of the Company or any of the Company’s Subsidiaries. There have been made available to the Purchasers true and complete copies of all of the Material Contracts and there are no other contracts material to the business of the Company or any of its Subsidiaries. Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 on Schedule 2.1(x), all of the Disclosure ScheduleMaterial Contracts and all other Contracts of the Company and the Company’s Subsidiaries are in full force and effect and are the legal, valid, and binding obligations of the Company and/or the Company’s Subsidiaries, enforceable against them in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth on Schedule 2.1(x), neither the Company nor any of the Company’s Subsidiaries is a party to or bound by in default in any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement respect under any Material Contract or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business Contract of the Company and the its Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company’s knowledge, does there exist after due inquiry, is any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except other party to any such Contract in default or violation that, individually or thereunder in the aggregate, would not have a Material Adverse Effectany material respect.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 3.14(a) of the Company Disclosure Schedule, neither Schedule sets forth a true and complete list of each Contract to which the Company nor or any of the Subsidiaries Company Subsidiary is a party to or bound by which falls within any of the following categories: (i) "any agreement that limits or restricts in any material respect the Company or any Company Subsidiary from competing or engaging in any line of business or in any geographic area or that restricts the right of the Company and any Company Subsidiary (or, following the consummation of the transactions contemplated by this Agreement, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Corporation) to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third Person “most favored nation” status or any type of special discount rights, (ii) any agreement that involves payments to or from the Company or any Company Subsidiary in excess of $500,000 during the eighteen-month period ended December 31, 2012, (iii) any agreement that by its terms limits the payment of dividends or other distributions to stockholders by the Company or any Company Subsidiary, (iv) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $1,000,000 individually, (v) any material lease, sublease or other Contract with respect to the Leased Real Property, (vi) any agreement that would require the disposition of any material assets or line of business of the Company or any Company Subsidiary as a result of the consummation of the transactions contemplated by this Agreement, (vii) any other “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC), (iiviii) non-competition any agreement that expressly prohibits or any other agreement or obligation which purports to limit in any respect limits, the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate right of the Company or such any Company Subsidiary that would be required to be disclosed under Item 404 make, sell or distribute any products or services or use, transfer, license, distribute or enforce any of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing)their respective Intellectual Property Rights, or (viiix) contract or any other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or any of the transactions other transaction contemplated by this Agreement (all contracts Agreement. Each Contract of the type described in clauses (ithis Section 3.14(a) through (vii) being is referred to herein as "a “Company Material Contracts"). Each Contract.” True and complete copies of each Company Material Contract is valid and binding on have been made available by the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows ofParent, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which publicly filed with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectSEC.

Contracts. Set forth in Section 3.13 of the Company Disclosure Schedule is a list of (a) Except as set forth in the SEC Reports filed prior all contracts, agreements, commitments, undertakings or obligations to the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither which the Company nor or any of the its Subsidiaries is a party or by which it or its assets or properties are bound or subject which involve the payment by or to the Company or bound by any of its Subsidiaries of more than $50,000 under any one of such contracts and which have a remaining term of more than 120 days (i) "material contract" (as such term is defined in Item 601(b)(10) taking into account the effect of Regulation S-K promulgated by the SECany renewal options), (iib) non-competition agreement all contracts, agreements or other instruments evidencing Indebtedness; (c) all joint venture or partnership agreements to which the Company or any other agreement Subsidiary is a party; (d) all contracts or obligation which purports agreements restricting the right of any person or entity to limit in any respect compete with the manner in which, or the localities in which, all Company or any material portion of Subsidiary, and all contracts or agreements restricting the business right of the Company or any Subsidiary to compete with any person or entity, to sell to or purchase from any person or entity or to hire any person; (e) all contracts or agreements, other than contracts or agreements for the sale of products in the ordinary course of business, providing for indemnification or exoneration of any other person or entity by the Company or any Subsidiary; (f) all contracts or agreements with any public utility pursuant to which the Company or any Subsidiary provides goods or services to such public utility; (g) all contracts pursuant to which the Company provides services and pursuant to which there is no limitation on the liability of the Company; and (h) all other contracts, agreements, commitments, undertakings or obligations to which the Company or any of its Subsidiaries is a party or by which it or its assets or properties are bound or subject (other than Real Property Leases, Personal Property Leases, Employment Agreements and Benefit Plans) (x) which if terminated or lost would have a Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole, may be conducted, or (iiiy) transaction, agreement, arrangement or understanding with any affiliate was not entered into in the ordinary course of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, business (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates tocollectively, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid There have been made available to Crane true and binding on the Company complete copies of all such Contracts that are in writing (orincluding all amendments thereto, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Companyif any). Except as set forth in Section 3.18 3.13 of the Company Disclosure Schedule, all of the Contracts are in full force and effect and neither the Company nor any Subsidiary of its Subsidiaries (as the Company case may be) is in default or knows ofthereunder, or has received notice of, any violation or default under (nor, to the knowledge of the Company, is any other party to any Contract in default thereunder, nor, to the best of the Company's knowledge, does there exist any condition which exist that, with the passage of time or the giving of notice or both lapse of time or both, would result in constitute a default thereunder, which default would give rise to a right on the part of some party thereto to terminate such a violation Contract or default under) any Material Contractclaim damages thereunder, except any such default (i) as to which requisite waivers or violation thatconsents have been obtained or (ii) which is curable and is cured within the applicable period for cure permitted under such Contract. Except as set forth in Section 3.10 of the Company Disclosure Schedule, individually no approval or consent of any person is needed in order for the aggregate, would not have a Material Adverse EffectContracts to continue in full force and effect under the same terms and conditions currently in effect following the consummation of the transactions contemplated by this Agreement.

Contracts. (a) Except as set Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list of the following Contracts, in the SEC Reports filed prior to effect at any time from October 1, 1994 through the date of this Agreement or Section 3.18 of the Disclosure Schedulehereof, neither to which the Company nor or any of the its Subsidiaries is or was a party party, by which any of them are bound or pursuant to which the Company or bound by any of its Subsidiaries is or was an obligor or a beneficiary: (i) "Any material contract" Contracts with respect to Real Property (as which restrains the ability of the Company or any of its Subsidiaries to use such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SECReal Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition agreement provision; (v) Any material joint venture, partnership, cooperative arrangement or any other agreement material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or obligation which purports similar instrument granted by or to limit in any respect the manner in which, or the localities in which, all Company or any material portion of its Subsidiaries; and (viii) Any other Contract related to the business of the Company and the or any of its Subsidiaries, taken as a whole, may be currently conducted, which provides for a period of performance which extends beyond twelve (iii12) transactionmonths from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, agreement, arrangement or understanding with any affiliate correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or such Subsidiary that would be required made available to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates toParent at the Company's offices. Prior to the Closing, the incurrence Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any Subsidiary of indebtedness for borrowed money its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (including any interest rate b) Each Contract listed or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards referred to on such agreements, or other similar agreements for Schedule 4.11 to which the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger Company or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract its Subsidiaries is valid and binding on the Company (or, to the extent a Subsidiary of the Company is or was a party, such Subsidiary) and by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncomplianceas is not reasonably likely, individually or in the aggregate, would not to have a Material Adverse Effect on the CompanyEffect. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary Each of the Company is in default and its Subsidiaries has complied with all commitments and obligations on its part to be performed or knows of, or has received notice of, any violation or default observed under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in each such a violation or default under) any Material Contract, except any for such default or violation thatnoncompliance which is not reasonably likely, individually or in the aggregate, would not to have a Material Adverse Effect.. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16

Contracts. (a) Except as set forth in the SEC Reports filed prior Schedule 2.10(a) to the date of this Agreement or Section 3.18 Disclosure Memorandum contains an accurate and complete list of the Disclosure Schedulefollowing (each, neither a “Material Contract”): (i) all Contracts to which the Company nor is a party or by which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Subsidiaries is a party to Company’s material rights, claims, obligations, duties or bound by any liabilities; (ix) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by all Contracts under which the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in whichCompany has loaned to, or made an investment in, or guaranteed the localities in whichobligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any material portion obligation of the business of confidentiality or nondisclosure between the Company and any other Person for the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate benefit of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SECother Person, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by than those restricting a Person other than the Company entered into with any actual or any Subsidiary prospective customer or vendor in the ordinary course of indebtedness for borrowed money business consistent with past practices pursuant to a form made available to Parent; (including xiii) all Contracts relating to any interest rate rate, currency or foreign currency swap, cap, collar, hedge commodity derivatives or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated hedging transaction; and (xiv) all Contracts with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectGovernmental Body.

Contracts. (a) Except as set forth in the SEC Reports filed prior to on Schedule 4.6(a), as of the date of this Agreement or Section 3.18 of the Disclosure Schedulehereof, neither the Company nor any of the Subsidiaries is not a party to or bound by any any: (i) "material contract" (as Contract involving aggregate consideration of more than $[***], excluding any such term is defined in Item 601(b)(10) of Regulation S-K promulgated Contracts that are terminable by the SEC), Company without penalty on not more than ninety (90) days’ notice; (ii) Contract in respect of indebtedness for borrowed money of the Company, in each case having an outstanding principal amount in excess of $[***]; (iii) guaranty of the obligations of other Persons (other than the Company) involving the potential expenditure by the Company after the date hereof of more than $[***] in any instance; (iv) Contract which contains a non-competition compete provision or similar covenant restricting the Company from competing with another Person; (v) Contract creating or relating to any partnership or joint venture or the sharing of revenues, profits, losses, costs or liabilities; (vi) Contract providing for any “earn out,” “performance guarantee” or other similar contingent payment by the Company; (vii) Real Property Lease under which the Company is the lessee and is obligated to make payments of more than $[***] per year; (viii) Contract with any Governmental Authority; (ix) Contract between the Company, on the one hand, and Seller or any of its Affiliates (excluding the Company), on the other hand; (x) Contract that requires the Company to purchase its total requirements of any product or service from a third party; (xi) Contract that provides for the indemnification by the Company of any Person; (xii) Contract for the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (xiii) employment agreement or Contract with any independent contractor or consultant (or similar arrangement) which is not terminable by the Company without material penalty or without more than sixty (60) days’ notice; (xiv) license, sublicense or other agreement identified in Section 4.5(d); or obligation which purports (xv) other Contract that is material to limit in any respect the manner in which, or the localities in which, all or any material portion operation of the business of the Company and which is outside the Subsidiaries, taken as a whole, may be conducted, (iiiOrdinary Course of Business. The Contracts set forth on Schedule 4.6(a) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being are collectively referred to herein as "the “Material Contracts")”. Each Seller has made available to Buyer a complete and correct copy of each Material Contract is valid (including all modifications, amendments and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) supplements thereto and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectwaivers thereunder).

Contracts. (a) Except Section 5.16 of the Company Disclosure Schedule and Section 5.20 of the Company Disclosure Schedule with respect to Company Government Contracts or Company Government Subcontracts list as set forth in the SEC Reports filed prior to of the date of this Agreement all written or Section 3.18 of the Disclosure Scheduleoral contracts, neither the Company nor any of the Subsidiaries is agreements, guarantees, leases and executory commitments other than Plans (each a party “Contract”) to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement subsidiaries is a party and which would prohibit or materially delay the consummation of the Merger or fall within any of the transactions contemplated by this Agreement (all contracts of the type described following categories and which are not disclosed as “material contracts” in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company SEC Documents: (ora) joint venture, to the extent a Subsidiary of the Company is a partypartnership and like agreements, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncomplianceother than those that are, individually or in the aggregate, immaterial; (b) Contracts containing covenants purporting to limit the freedom of the Company or any of its subsidiaries (or that, following the consummation of the Transactions, would materially restrict the ability of the Surviving Corporation or its affiliates) to compete in any line of business in any geographic area or to hire any individual or group of individuals; (c) any Company Government Contract or Company Government Subcontract (as such terms are defined in Section 5.20), excluding Bids; (d) Contracts which contain minimum purchase conditions in excess of $100,000 or requirements or other terms that restrict or limit the purchasing relationships of the Company or any of its subsidiaries, or any customer, licensee or lessee thereof; (e) Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000; (f) Contracts relating to the lease or sublease of or sale or purchase of real or personal property involving any annual expense or price in excess of $50,000 and not cancelable by the Company or its subsidiaries (without premium or penalty) within one month; (g) Contracts with any labor organization or union; (h) any Contract relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset) or under which the Company or any of subsidiary of the Company has, directly or indirectly, made a loan, capital contribution to, or other investment in, any person (other than in the Company or any Company subsidiary and other than (A) extensions of credit in the ordinary course of business and (B) investments in marketable securities in the ordinary course of business); (i) Contracts involving annual revenues to the business of the Company in excess of 2.5% of the Company’s annual revenues; (j) any Contract pursuant to which the Company or any of its subsidiaries is subject to continuing indemnification or “earn-out” obligations involving more than $75,000 per year; (k) Contracts with or for the benefit of any shareholder or affiliate of the Company and/or immediate family member thereof; (l) Contracts involving payments by the Company or its subsidiaries, in the aggregate, of more than $100,000 per year; (m) any Contract that contains restrictions with respect to payment of dividends or any other distribution in respect of the Company Common Stock or any of the equity of the Company subsidiaries; (n) any other Contract involving in excess of $100,000 or that is otherwise material to the Company and or any of its subsidiaries; and (o) Contracts not entered into in the ordinary course of the Company’s business other than those that are not material to the business of the Company or any of its subsidiaries. All such Contracts and all other contracts that are individually material to the business or operations of the Company or any of its subsidiaries are valid and binding obligations of the Company or any of its subsidiaries and, to the knowledge of the Company, the valid and binding obligation of each other party thereto, except such Contracts which if not so valid and binding would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary None of the Company is in default or knows of, or has received notice of, any violation or default under (of its subsidiaries nor, to the knowledge of the Company, does any other party thereto is in violation of or in default in respect of, nor has there exist any occurred an event or condition which with the passage of time or the giving of notice (or both both) would result in such constitute a violation default under or default under) permit the termination of, any Material Contract, except any such default violations or violation thatdefaults under or terminations which, individually or in the aggregate, would not have a Material Adverse Effect. Set forth in Section 5.16 of the Company Disclosure Schedule is the amount of the annual premium currently paid by the Company for its directors’ and officers’ liability insurance.

Contracts. Except for (ai) Except as set purchase orders, invoices, confirmations and similar documents involving the purchase or sale of goods or services for less than $250,000 over a period of 12 months or less, (ii) Leases, (iii) Benefit Arrangements, and (iv) contracts relating to intercompany obligations, Schedule 4.15(i) sets forth in the SEC Reports filed prior to the date a list of this Agreement or Section 3.18 all of the Disclosure Schedule, neither the Company nor following contracts ("Material Contracts") (A) to which Able or any of the its Subsidiaries is a party to or bound (B) by which any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement assets of Able or any other agreement of its Subsidiaries are bound: (1) contracts pertaining to the borrowing of money; (2) contracts creating Liens; (3) contracts creating guarantees; (4) contracts relating to material employment or obligation which purports consulting services; (5) contracts relating to limit any single capital expenditure in any respect excess of $250,000 or aggregate capital expenditures in excess of $500,000; (6) contracts for the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreementof real property, any business or line of business or for any merger or consolidation; (vi7) joint venture or partnership agreements; (8) contracts that individually require by their respective terms after the date hereof the payment or receipt of $250,000 or more; (9) any agreement involving derivatives, hedging or futures under which provides for, the obligations of Able or relates to, one of its Subsidiaries could reasonably be expected to exceed $250,000; (10) any contract that limits the incurrence by the Company freedom of Able or its Subsidiaries to compete in any Subsidiary line of indebtedness for borrowed money business or to conduct business in any geographic location; or (including 11) any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements contract for the purpose purchase or sale of managing the interest rate all or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation substantially all of the Merger assets or stock of any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "company or operating division. All Material Contracts"). Each Material Contract is Contracts are valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth disclosed in Section 3.18 Schedule 4.15(ii), there has been no material breach of any contract by Able or its Subsidiaries or, to Able's Knowledge, any other Person, which breach has not been cured or waived. Able will make available to Bracknell true and complete copies of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectContracts.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of for this Agreement or Section 3.18 of the Disclosure ScheduleAgreement, neither the Company nor any of the its Subsidiaries is a party to or bound by any Contract (i) "which is a “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC), ) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Documents; (ii) non-competition agreement which constitutes a Contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iii) which contains any provision that would restrict or affect the conduct of business of any Affiliate of the Company (or any other agreement Affiliate of any such Affiliate of the Company); (iv) that (A) contains most favored customer pricing provisions or obligation (B) grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any person, in each case under this clause (B) in a manner which purports is material to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the its Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, ; (v) acquisitionwhich was entered into after September 27, merger2008 or not yet consummated for the acquisition or disposition, asset purchase directly or sale agreementindirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration in excess of $250,000 (other than acquisitions or dispositions of assets in the ordinary course of business); (vi) agreement which provides for, or relates to, the incurrence by its terms calls for aggregate payments by the Company or any Subsidiary its Subsidiaries of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for more than $250,000 over the purpose of managing the interest rate or foreign exchange risk associated with its financing), or remaining term; (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger Company or any of the transactions contemplated by this Agreement its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $250,000; or (all contracts viii) which grants any rights to any material Company Intellectual Property (other than commercially available, off-the-shelf software). Each Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or understanding of the type described in clauses (i) through (vii) being of this Section 4.11, whether or not set forth in the Company Disclosure Letter or in the Company SEC Documents, is referred to herein as "Material Contracts"a “Company Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC, is a Company Contract). Each Material Contract is valid A true and binding on the Company (or, to the extent a Subsidiary complete list of the Company Contracts is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary 4.11(a) of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectDisclosure Letter.

Contracts. (a) Except as set forth in the SEC Reports filed prior Schedule 3.11(a) is a correct and complete list (by reference to the date applicable subsection hereof) of this Agreement or Section 3.18 each of the Disclosure Schedule, neither following Contracts to which the Company nor any of the Subsidiaries is a party to or bound by any following completion of the Restructuring (the “Material Contracts”): (i) "material contract" each continuing Contract for the purchase of goods or the supply of services that requires the Company, or is reasonably likely to result in the Company being obligated, to pay an annual amount of $50,000 or more in the aggregate after the Agreement Date (as such term is defined excluding Contracts with publishers), or that entitles the Company to receive an annual amount of $50,000 or more in Item 601(b)(10) of Regulation S-K promulgated the aggregate after the Agreement Date, excluding insertion orders entered into by the SEC)Company with advertisers or marketers in the ordinary course of business, (ii) non-competition agreement all Contracts that restrict the Company or any other agreement of its Affiliates from competing with or obligation which purports to limit engaging in any respect business activity anywhere in the manner in whichworld or soliciting for employment, hiring or employing any Person, (iii) all Contracts pursuant to which the Company has acquired or disposed of, or the localities in whichis obligated to acquire or dispose of, all a business or any an entity, or a material portion of the assets of a business or entity, whether by way of merger, consolidation, purchase or sale of stock, purchase or sale of assets, license or otherwise, and as to which the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement has continuing material obligations or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SECmaterial rights, (iv) voting all Contracts concerning joint venture or other agreement governing how any Shares shall be votedpartnership agreements, or the sharing of profits, (v) acquisitionall Contracts whereby the Company leases, mergersubleases, asset purchase licenses, or sale agreementotherwise holds any rights to use or occupy any interest in real property (the “Real Property Leases”), (vi) agreement which provides forall Contracts with respect to Indebtedness, (vii) all Contracts with any Governmental Authority, (viii) all Contracts listed on Schedule 3.10(b)(i), (ix) all Contracts listed on Schedule 3.10(b)(ii), (x) all Contracts that contain any “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, or relates torebates, excluding any Contracts with such provisions that are for the incurrence benefit of Company, (xi) any collective bargaining agreements, (xii) all Contracts with respect to the employment of any individual on a full-time, part-time, consulting, or other basis involving annual payments of more than $100,000 and that, in each case, is not immediately terminable by the Company without cost or Liability, (xiii) each Contract with any Subsidiary publisher that resulted in the payment by the Company to such publisher of indebtedness for borrowed money an amount of $50,000 or more in the aggregate during the twelve month period ended December 31, 2013, and (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for xiv) all Contracts not made in the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation ordinary course of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid Business consistent with past practice and binding on the Company (or, that are material to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectBusiness.

Contracts. (a) Except as set forth in Section 3.13 of the SEC Reports filed prior Disclosure Schedule lists all of the following Contractual Obligations of PEP Group that relate primarily to the date conduct of this Agreement the Business or Section 3.18 the Acquired Assets (each a “Material Contract” and collectively, the “Material Contracts”): (i) any Contractual Obligation which involves annual consideration in excess of $100,000; (ii) any employee, consulting, or severance agreement; (iii) any credit agreement, loan agreement, indenture, note, mortgage, security agreement, loan commitment, evidence of Debt, or other contract relating to the borrowing of funds; (iv) any Contractual Obligation required to be listed in §3.11(c) of the Disclosure Schedule, neither the Company nor ; (v) any agreement with any customer or supplier listed in §3.19 of the Subsidiaries is a party Disclosure Schedule; (vi) any agreement with any Governmental Authority; (vii) any collective bargaining agreement; (viii) any agreement relating to the acquisition or bound by disposition of any business (iincluding without limitation, any transitional services agreement); (ix) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition any agreement that restricts or any other agreement prohibits Seller or obligation which purports to limit PEPL from engaging in any respect line of business or from competing with any person or entity; (x) any agreement containing “change in control” or similar provisions relating to a change in control of Seller or PEPL; (xi) any agreement pursuant to which Seller or PEPL is obligated to indemnify any person or entity; (xii) any contract that will result in the manner in whichpayment by, or the localities in whichcreation or acceleration of any Liability to pay on behalf of Buyer, all Seller or PEPL any material portion of the business of the Company and the Subsidiariesseverance, taken as a wholetermination, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, “golden parachute,” or other similar agreements for the purpose payments to any present or former personnel following termination of managing the interest rate employment or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay otherwise as a result of the consummation of the Merger or any of the transactions contemplated by this Agreement Agreement; (xiii) any labor or union contract, or agreement to comply with the terms set by any national union; (xiv) any other Contractual Obligation material to Seller, PEPL, the Business, or the Acquired Assets; and (xv) any other Contractual Obligation not entered into in the Ordinary Course of Business. Seller has made available to Buyer a correct and complete copy of each Material Contract, including all contracts amendments and supplements thereto. Each of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and Contracts listed is in full force and effecteffect and Enforceable. None of Seller, and the Company PEPL and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually of their Affiliates has received any written notice of cancellation or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows termination of, or has received notice ofany expression or indication of an intention or desire to cancel or terminate, any violation of the Material Contracts. There exists no event of default, condition or default under (nor, act on the part of Seller or to the knowledge Knowledge of Seller, on the part of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) other parties to any Material Contract, except which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any such default or violation that, individually or in of the aggregate, would not have a Material Adverse EffectContracts.

Contracts. Section 3.9 of the Seller Disclosure Letter contains a complete and accurate list of all Contracts to which an Acquired Company, the Satair JV, Seller or any Selling Subsidiary (with respect to Seller and the Selling Subsidiaries, to the extent the Contract is included in the Air Cargo Assets) is a party: (a) Except as set forth for the future sale of products or services with expected payments in excess of $2,500,000 during the SEC Reports filed prior remaining term; (b) for the future purchase of products or services with expected payments in excess of $1,000,000 during the remaining term except for any such Contract that may be canceled on not more than 180 days’ notice without any penalty or other liability to the Business in excess of $100,000; (c) establishing or governing the management of any partnership, joint venture or similar arrangement, or acquisition or disposal of any joint ventures or similar arrangement; (d) that require the Business to deal exclusively with the counterparty or that limit the ability of the Business to compete in any product or geographic market; (e) for the lease of any personal property involving annual lease payments in excess of $75,000 per year; (f) relating to the purchase of any business or Person (or all or any substantial portion of the assets of any business, business unit, facility or Person) entered into within three (3) years from the date of this Agreement and under which any Acquired Company or Section 3.18 the Satair JV has any continuing material liability or obligation; (g) relating to the sale or disposition of any material Business Assets (other than the Disclosure Schedulesale of inventory or obsolete or worn-out Business Assets replaced in the ordinary course of business consistent with past practice) entered into within three (3) years from the date of this Agreement and under which any Acquired Company or the Satair JV has any continuing material liability or obligation; (h) relating to any employment, neither independent contracting, consulting or similar agreement requiring payment by the Company nor Business of base annual fees or compensation in excess of $100,000 to any of the Subsidiaries is a party to or bound by any Person; (i) "material contract" evidencing Indebtedness; and (as such term is defined j) providing for capital expenditures after the date of this Agreement in Item 601(b)(10) excess of Regulation S-K promulgated by the SEC)$100,000, individually. The Contracts listed (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (ivlisted) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation in Section 3.9 of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being Seller Disclosure Letter are referred to collectively herein as "Material the “Significant Contracts"). .” Each Material Significant Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effecteffect in accordance with the terms of such Significant Contract subject to proper authorization and execution of such Significant Contract by the counterparties thereto and to the Bankruptcy and Equity Principles and neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will give others any rights of termination or cancellation of any Significant Contract. There is no material breach or material default under any Significant Contract, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material ContractSeller’s Knowledge, except where such noncomplianceno event has occurred that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregateboth, would not have constitute a Material Adverse Effectmaterial breach or material default by Seller, an Acquired Company, the Satair JV, any Selling Subsidiary or any other party thereto under, or give to others any rights of termination or cancellation of (other than rights relating to contractual expiration), any Significant Contract.

Contracts. (a) Except Section 3.14(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all contracts and agreements to which the Company or any of its Subsidiaries is a party as set forth in the SEC Reports filed prior to of the date of this Agreement (i) in connection with which or Section 3.18 of the Disclosure Schedule, neither pursuant to which the Company nor and its Subsidiaries paid, in the aggregate during the fiscal year ended October 2, 2012, more than $5,000,000 to any vendor for merchandise resold by the Company and its Subsidiaries, (ii) that is a services agreement, equipment lease, logistics agreement, information technology agreement, agreement related to software or intellectual property license (other than any architectural or construction-related contract) in connection with which or pursuant to which the Company and its Subsidiaries paid, in the aggregate during the fiscal year ended October 2, 2012, more than $2,000,000 to any person, (iii) any pharmacy-related agreements, including, without limitation, procurement agreements, rebate agreements and network pharmacy service agreements, in connection with which or pursuant to which the Company and its Subsidiaries paid, in the aggregate during the fiscal year ended October 2, 2012, more than $1,000,000 to any person, (iv) related to indebtedness for borrowed money owed by the Company or any of its Subsidiaries having an outstanding amount in excess of $2,500,000 individually, other than any such indebtedness between or among any of the Company and any of its Subsidiaries, (v) that prohibits or otherwise restricts, in any material respect, the Company or any of its Subsidiaries from freely engaging in business anywhere in the world, (vi) that is a party to or bound by any (i) "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SECSEC (“Regulation S-K”), (ii) non-competition agreement or any other agreement or obligation which purports with respect to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the its Subsidiaries, taken as a whole, may be conducted, (iiivii) transaction, agreement, arrangement that is an employment or understanding consulting agreement with any affiliate executive officer or other employee of the Company or such Subsidiary that would be required to be disclosed under Item 404 any of Regulation S-K promulgated by its Subsidiaries or member of the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by Company Board earning an annual salary from the Company or any Subsidiary of indebtedness for borrowed money its Subsidiaries in excess of $100,000, (including any interest rate or foreign currency swapviii) that is a joint venture, cappartnership, collar, hedge or insurance agreements, or options or forwards on such agreements, limited liability company or other similar agreements for agreement or arrangement in which the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger Company or any of its Subsidiaries is still a member, partner or shareholder in connection with which the transactions contemplated by this Agreement Company or any of its Subsidiaries has a recorded balance (all contracts on a GAAP basis) of more than $1,000,000 or (ix) that involves the type described acquisition from another person or disposition to another person (other than acquisitions or dispositions of inventory, merchandise, products, services, properties and other assets in the ordinary course of business), of assets or capital stock or other equity interests for aggregate consideration under such contract (or series of related contracts) in excess of $1,000,000, in the case of clauses (i) through (vii) being referred ix), other than those that are terminable by the Company or any of its Subsidiaries on no more than 30 days’ notice without material liability or financial obligation to herein as "the Company or any of its Subsidiaries (collectively, the “Company Material Contracts"”). Each Material Contract is valid The Company has made available to Parent and binding on the Merger Sub a complete and accurate copy of each Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. Schedule 3.12 is an accurate and complete list of all of the following types of Contracts which involve either future Obligations of $100,000 or more to which any of the Acquired Companies is a party or by which any of the Acquired Companies is bound, or is otherwise material to any of the Acquired Companies (collectively, the "Specified Contracts"), grouped into the following categories: (a) customer, client or alliance partner Contracts; (b) Contracts for the purchase or lease of Real Property or otherwise concerning Real Property owned or used by any of the Acquired Companies; (c) loan agreements, mortgages, notes, guarantees and other financing Contracts; (d) Contracts for the purchase, lease and/or maintenance of computer equipment and other equipment, Contracts for the purchase, license, lease and/or maintenance of Software under which any of the Acquired Companies is the purchaser, licensee, lessee or user, and other supplier Contracts; (e) employment, consulting and sales representative Contracts (excluding Contracts which constitute Employee Benefit Plans listed on Schedule 3.12, and excluding oral Contracts with employees for "at will" employment); (f) Contracts under which any rights in and/or ownership of any Software product, technology or other Intangible of any of the Acquired Companies, or any prior version thereof, or any part of the customer base, business or Assets of any of the Acquired Companies, or any shares or other ownership interests in any of the Acquired Companies (or any of their predecessors) was acquired; (g) Contracts pursuant to which the Acquired Companies have agreed to indemnify or hold harmless any Person (other than indemnifications or hold harmless covenants in the ordinary course of business and consistent with past practice); and (h) other material Contracts (excluding Contracts which constitute Insurance Policies listed on Schedule 3.16 and excluding this Agreement and all other Contracts entered into between any of the Acquired Companies and HAI, or among any of the Acquired Companies, HAI and other parties in connection herewith). A description of each oral Specified Contract is included on Schedule 3.12, and copies of each written Specified Contract have been made available to HAI and Newco. Except as set forth in the SEC Reports filed prior on Schedule 3.12, with respect to the date of this Agreement or Section 3.18 each of the Disclosure ScheduleSpecified Contracts, neither the Company nor any none of the Subsidiaries Acquired Companies is a party to or bound by any (i) "in material contract" (as such term is defined default thereunder nor would be in Item 601(b)(10) material default thereunder with the passage of Regulation S-K promulgated by time, the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in whichgiving of notice, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken both. Except as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards set forth on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (orSchedule 3.12, to the extent a Subsidiary knowledge of HealthAxis, none of the Company other parties to any Specified Contract is a partyin material default thereunder or would be in material default thereunder with the passage of time, such Subsidiary) the giving of notice or both. Except as set forth on Schedule 3.12, none of the Acquired Companies has given or received any notice of default or notice of termination with respect to any Specified Contract, and to the knowledge of HealthAxis each Specified Contract is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or effect in the aggregate, would not have a Material Adverse Effect on the Companyaccordance with its terms. Except as set forth in Section 3.18 on Schedule 3.12, there are no currently outstanding proposals or offers submitted by any of the Disclosure ScheduleAcquired Companies to any customer, neither the Company nor any Subsidiary of the Company is in default prospect, supplier or knows ofother Person which, or has received notice ofif accepted, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in a legally binding Contract of such a violation company involving an amount or default under) commitment exceeding $100,000 in any Material Contract, except any such default single case or violation that, individually an aggregate amount or commitment exceeding $500,000 in the aggregate, would not have a Material Adverse Effect.

Contracts. (a) Except Schedule 3.10 sets forth, as set forth in the SEC Reports filed prior to of the date hereof, a list of this Agreement or Section 3.18 all of the Disclosure Schedule, neither following Contracts and Other Agreements to which the Company nor any of the Subsidiaries is a party to or bound by any party: (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC)contracts, (ii) severance agreements, non-competition agreement agreements, non-disclosure agreements or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion type of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement contract or understanding with any affiliate current or former holder of at least 10% of the outstanding Company Common Stock, or any current or former officer, director, employee or person retained by the Company (including, without limitation, independent consultants and commission agents); (ii) contracts and other agreements with any labor union or association representing any employee of the Company; (iii) partnership, joint venture or license agreements; (iv) indentures, mortgages, promissory notes, loan agreements, guarantees or other agreements or commitments for the borrowing of money or for a line of credit; (v) contracts with any person to sell, distribute or otherwise market any of the Company's products or services, other than in the ordinary course of business; (vi) contracts (other than those terminable without penalty on not more than thirty (30) days notice) for the purchase or lease of materials, supplies, goods, services, equipment or other assets providing for future aggregate payments by the Company of $25,000 or more; (vii) contracts for the sale of any material assets of the Company other than in the ordinary course of business or such Subsidiary that would be required the grant to be disclosed any person of any options or preferential rights to purchase any material assets of the Company; (viii) contracts under Item 404 which the Company agrees to indemnify any party, to guarantee any third party obligations or to share the tax liability of Regulation S-K promulgated any party; (ix) contracts relating to the acquisition by the SEC, Company of any operating business or the capital stock of any other person; (ivx) voting contracts containing obligations or liabilities of any kind to holders of the Company Securities; (xi) contracts for the payment of fees or other agreement governing how consideration to any Shares shall be votedcurrent or former employee, consultant, officer or director of the Company; (vxii) acquisition, merger, asset leases or options or rights of first refusal for the purchase or sale agreement, lease of any real property; (vixiii) agreement contracts which provides for, contain any material non compete or relates to, exclusivity provisions with respect to any business or geographic area in which business is conducted with respect to the incurrence Company or which restricts the conduct of any business by the Company or any Subsidiary geographic area in which the Company may conduct business or requires exclusive referrals of indebtedness for borrowed money any business, in each case in any material respect; or (including xiv) contracts with any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements person for the purpose provision of managing investment banking or financial consulting services by the interest rate Company. There have been delivered or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation made available to SETO true and complete copies of the Merger or any all such Contracts and Other Agreements as set forth on Schedule 3.10. All of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid such Contracts and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is Other Agreements are in full force and effect, and effect with respect to the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or are in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, full force and effect with respect to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectother parties thereto.

Contracts. (a) Except as set Set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 Sections 2.13, 2.14, 2.15 and 2.16 of the Company Disclosure Schedule, neither Letter are the following contracts to which the Company nor or any of the Subsidiaries its subsidiaries is a party or by which any of them is bound (collectively, together with all contracts referred to or bound by any in Sections 2.16, 2.20(c), 2.25 and 2.28, the (“Company Material Contracts”) (i) "material contract" (as such term is defined in Item 601(b)(10) contracts between any current officer, director or stockholder of Regulation S-K promulgated by the SEC)Company or any Affiliate thereof on the one hand, and the Company or any subsidiary thereof on the other hand; (ii) non-competition agreement or contracts under which any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business employee of the Company or any of its subsidiaries is entitled to receive annual payments (including salary and bonuses) in excess of $100,000; (iii) contracts that restrict the SubsidiariesCompany or any of its subsidiaries from competing in any line of business or with any person in any geographical area; (iv) contracts entitling any person to change in control or other severance payments; (v) indentures, credit agreements, security agreements, mortgages, guarantees, promissory notes and other contracts relating to the borrowing of money, other than any such document or agreement between the Company and a subsidiary of the Company or among subsidiaries of the Company; (vi) contracts involving the sale or purchase of goods or service in excess of $500,000 in any year or $5,000,000 over the life of such Company Material Contract; joint venture, partnership and similar agreements; (viii) contracts with respect to capital expenditures or commitments for such expenditures in excess of $500,000; (ix) contracts providing for payments in excess of $500,000 from the United States Government or any prime contractor of the United States Government over the life of such Company Material Contract; and (x) all other agreements, contracts or instruments entered into outside of the ordinary course of business or which are material to the Company and its subsidiaries taken as a whole. The Company has delivered or made available to Purchaser true and correct copies of all such Company Material Contracts. All such Company Material Contracts are the legal, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate valid and binding obligations of the Company and/or its subsidiaries enforceable against the Company or such Subsidiary that would be required subsidiary, and, to be disclosed under Item 404 the knowledge of Regulation S-K promulgated by the SECCompany, (iv) voting or against the other agreement governing how any Shares shall be votedparties to the Company Material Contracts, (v) acquisitionin accordance with their respective terms, mergersubject, asset purchase or sale agreementin each case, (vi) agreement which provides for, or relates to, to the incurrence by Enforceability Exceptions. Neither the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (subsidiaries nor, to the knowledge of the Company, does any other party thereto, is in material violation of or in material default in respect of, nor has there exist any condition which occurred an event or condition, that with the passage of time or the giving of notice (or both both), would result in constitute a material default under or permit the termination of, any such a violation or default under) any Company Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. (a) Except as set Section 4.11 of the Company Disclosure Schedule sets forth in the SEC Reports filed prior a list of all material written and oral contracts or agreements relating to the date of this Agreement Company or Section 3.18 of the Disclosure Scheduleany Company Subsidiary, neither the Company nor any of the Subsidiaries is a party to or bound by any including without limitation any: (i) contract resulting in a commitment or potential commitment for expenditure or other obligation or potential obligation, or which provides for the receipt or potential receipt, involving in excess of One Hundred Thousand Dollars ($100,000) in any instance, or series of related contracts that in the aggregate give rise to rights or obligations exceeding such amount, other than contracts ("material contract" (as such term is defined in Item 601(b)(10Customer Contracts") of Regulation S-K promulgated with health plans and providers, entered into by the SEC)Company's managed care business in the ordinary course of business, (ii) non-competition agreement the twelve (12) largest Customer Contracts based upon revenues generated to the Company; (iii) indenture, mortgage, promissory note, loan agreement, guarantee or any other agreement or obligation commitment for the borrowing or lending of money or encumbrance of assets involving more than One Hundred Thousand Dollars ($100,000) in each instance; (iv) agreement which purports to limit restricts the Company from engaging in any line of business or from competing with any other person; (v) warranties made with respect to products manufactured, packaged, distributed or sold or services provided by the manner in whichCompany; (vi) any agreement which terminates, or gives another party the localities in whichright to terminate such agreement, all or any material portion upon the completion of the transaction contemplated by this Agreement; or (vii) any other contract, agreement, instrument, arrangement or commitment that is material to the condition (financial or otherwise), results of operation, assets, properties, liabilities, business or prospects of the Company (collectively, and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding together with any affiliate of the Company or such Subsidiary that would be all other agreements required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by on the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for Disclosure Schedule the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Company Material Contracts"). Each Material Contract is valid The Company has previously furnished to Parent true, complete and binding correct copies of all written agreements, as amended, required to be listed on the Company (or, to the extent a Subsidiary Section 4.11 of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. (a) Except as set forth in the SEC Reports filed prior Prior to the date of this Agreement or Section 3.18 hereof, WPZ has made available to Parent true and correct copies of, and Exhibit 6.9 sets forth a complete and accurate list of, all of the Disclosure Schedule, neither the following contracts or commitments of any kind to which any WPZ Company nor any of the Subsidiaries is a party to or bound by any is bound: (i) any lease of any interest in any real property (collectively, the "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SECLeases"), ; (ii) non-competition agreement or any other agreement or obligation which purports to limit lease of any personal property with aggregate annual rental payments in any respect the manner in which, or the localities in which, all or any material portion excess of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, $100,000; (iii) transaction, agreement, arrangement any agreement to purchase or understanding sell a capital asset or an interest in any business entity for a price in excess of $100,000 or a right of first refusal with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, respect thereto; (iv) voting any agreement relating to the borrowing or lending of money other agreement governing how any Shares shall be voted, than advances to employees to cover business expenses in the ordinary course of business; (v) acquisitionany joint venture contract, merger, asset purchase partnership contract or sale agreementsimilar contract evidencing an ownership interest or a participation in or sharing of profits, (vi) any guaranty, contribution agreement which provides for, or relates to, the incurrence by the Company other agreement that includes any material indemnification or contribution obligation; (vii) any Subsidiary of indebtedness for borrowed money agreement (including any interest rate noncompetition agreement) limiting the ability of any WPZ Company to engage in any line of business or foreign currency swapin business with any Person or restricting the geographical area in which any WPZ Company may engage in any business; (viii) any employment, capconsulting, collarmanagement, hedge severance or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) indemnification contract or agreement with annual obligations in excess of $100,000; (xiv) material contracts which are terminable or contracts with annual obligations in excess of $10,000 under which payments by any WPZ Company may be accelerated upon a change in control of WPZ and (xv) any other agreement which would prohibit may involve the payment of an amount over its term in excess of $250,000 or materially delay the consummation which is material to any WPZ Company. None of the Merger WPZ Companies is party to any contract or commitment of any of the transactions contemplated by this Agreement (character which could reasonably be expected to give rise to a Material Adverse Effect. The WPZ Companies have performed in all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (ormaterial respects and, to the extent a Subsidiary Knowledge of WPZ, every other party has performed in all material respects, each term, covenant and condition of each of the Company Contracts that is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by any of them to at or before the date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Companyhereof. Except as set forth in Section 3.18 of the Disclosure Scheduleherein, neither the Company nor any Subsidiary of the Company is in default or knows ofno event has occurred that would, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or compliance with any applicable notice requirements or both, constitute a material default by any WPZ Company or, to the giving Knowledge of notice WPZ, by any other party under any of the Contracts and, to the Knowledge of WPZ, no party to any of the Contracts intends to cancel, terminate or both would result in exercise any option under any of such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectContracts.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries The Buyer is not a party to any: (A) Contract (or bound by group of related Contracts) for the lease of personal property to or from any Person; (iB) "material contract" any Contract (or group of related Contracts) with person; (C) any lease, pledge, conditional sale or title retention agreement; (D) any Contract concerning a partnership or joint venture; (E) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any agreement to act as such term is defined one of the foregoing on behalf of any Person; (F) any Contract (or group of related Contracts) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, or under which it has imposed a Lien on any of its assets, tangible or intangible; (G) any Contract pursuant to which the Buyer has made or will make loans or advances, or has or will have incurred debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any undertaking of another Person (except for the negotiation or collection of negotiable instruments in Item 601(b)(10transactions in the Ordinary Course of Business); (H) of Regulation S-K promulgated any mortgage, indenture, note, bond or other agreement relating to indebtedness incurred or provided by the SEC), Buyer; (iiI) any form of Contract concerning confidentiality or non-competition agreement or any other agreement or obligation which purports to limit otherwise prohibiting the Buyer from freely engaging in any respect the manner in whichbusiness; (J) any profit sharing, or the localities in whichstock option, all or any material portion of the business of the Company and the Subsidiariesstock purchase, taken as a wholestock appreciation, may be conducteddeferred compensation, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreementsseverance, or other similar agreements plan or arrangement for the purpose benefit of managing its current or former directors, officers, and employees; (K) any license, royalty or other Contract relating to Intellectual Property; (L) any Contract involving a governmental body; (M) any Contract for the interest rate or foreign exchange risk associated with its financing)employment of any individual on a full-tune, part-time, consulting, or providing severance benefits; (viiN) contract any Contract, whether or other agreement which would prohibit not fully performed, relating to any acquisition or materially delay the consummation disposition of the Merger Buyer or any predecessor in interest or any acquisition or disposition of any subsidiary , division, line of business, or real property; (O) any Contract under which the Buyer has advanced or loaned any amount to any of its Directors, officers, and employees; and (P) any Contract under which the consequences of a default or termination could have an adverse effect on the business, financial condition, operations, results of operations, or future prospects of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectBuyer.

Contracts. Schedule 3.24 lists all written or oral contracts, agreements, guarantees, leases and executory commitments (aeach a "CONTRACT") Except to which the Company or any Subsidiary is a party as set forth in the SEC Reports filed prior to of the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor and which fall within any of the Subsidiaries is a party to or bound by any following categories: (ia) "material contract" (as such term is defined contracts not entered into in Item 601(b)(10) the ordinary course of Regulation S-K promulgated by the SEC), (ii) non-competition agreement Company's or any other agreement of its Subsidiary's business; (b) joint venture, partnership and like agreements; (c) Contracts which are service contracts (excluding contracts for delivery services entered into in the ordinary course of business) or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence equipment leases involving payments by the Company or any Subsidiary of indebtedness for borrowed money more than $250,000 per year, (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for d) Contracts containing covenants purporting to limit the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation freedom of the Merger Company or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a partyto compete in any line of business in any geographic area or to hire any individual or group of individuals, such Subsidiary(e) Contracts which contain minimum purchase conditions or requirements or other terms that restrict or limit the purchasing relationships of the Company or any Subsidiary of the Company, (f) Contracts relating to any outstanding commitment for capital expenditures of the Company or any Subsidiary of the Company in excess of $50,000, (g) indentures, mortgages, promissory notes, loan agreements, guarantees, in each case involving amounts in excess of $50,000, letters of credit or other agreements or instruments of the Company or any Subsidiary of the Company or commitments for the borrowing or the lending of amounts, in each case in excess of $50,000, by the Company or any Subsidiary of the Company or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of the Company or any Subsidiary of the Company, (h) Contracts relating to the lease or sublease of or sale or purchase of real or personal property involving any annual expense or price in excess of $50,000 and is not cancelable by the Company or any Subsidiary (without premium or penalty) within one month, (i) Contracts involving annual revenues or expenditures to the business of the Company or any Subsidiary of the Company in full force and effectexcess of 1.0% of the Company's consolidated annual revenues, and (j) Contracts providing for "earn-outs" or other contingent payments involving more than $20,000 over the term of the Contract. All such Contracts are valid and binding obligations of the Company and its Subsidiaries, as applicable, and, to the knowledge of the Company, the valid and binding obligation of each other party thereto except such Contracts which if not so valid and binding would not, individually or in the aggregate, have a Material Adverse Effect on the Company. None of the Company, any Subsidiary have performed all obligations required of the Company nor, to be performed by them to date the knowledge of the Company, any other party thereto is in violation of or in default in respect of, nor has there occurred any event or condition which with the passage of time or giving of notice (or both) would constitute a default under, any such Contract except such violations or defaults under each Material Contract, except where such noncomplianceContracts which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. (a) Except as set forth disclosed in the SEC Reports filed prior to the date of this Agreement or Section 3.18 3.11(a) of the Company Disclosure ScheduleLetter, neither the Company nor any of the Company Subsidiaries is a party to or to, bound by or subject to any Contract (whether written or oral) (i) "that is a “material contract" ” (as such term is defined in within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K promulgated by K) to be performed after the SEC)date of this Agreement, (ii) that contains a non-competition agreement compete or any non-solicit requirement or other agreement or obligation which purports to limit provision that restricts in any material respect the manner in whichconduct of, or the localities in whichmanner of conducting, all or any material portion line of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money the Company Subsidiaries (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financinggeographic limitations), or (vii) contract or other agreement which would prohibit or materially delay the upon consummation of the Offer or the Merger could restrict in any material respect the ability of Parent, the Surviving Corporation or any of their respective Subsidiaries to engage in any line of business (including any geographic limitations), (iii) that obligates the Company or any of the transactions contemplated Company Subsidiaries to conduct business on an exclusive or preferential basis with any Third Party or containing “most favored nation” rights or upon consummation of the Offer or the Merger will obligate Parent, the Surviving Corporation or any of their respective Subsidiaries to conduct business with any Third Party on an exclusive or preferential basis or pursuant to “most favored nation” rights, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that creates a partnership, joint venture, strategic alliance or similar arrangement with respect to any business of the Company, including all operating agreements for all Joint Venture Subsidiaries, (vi) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other Contract providing for or guaranteeing indebtedness in excess of $50,000, (vii) that, individually or together with related Contracts, provides for the acquisition, disposition, license, use, distribution or outsourcing, after the date of this Agreement, of assets, services, rights or properties with a value or requiring annual fees in excess of $75,000, (viii) that involves aggregate payments by this Agreement or to the Company or any of its Subsidiaries in excess of $75,000 in any twelve month period or more than $100,000 through the remaining term of the Contract, except for any Contract that may be cancelled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less, (all contracts ix) that includes an indemnification obligation of the Company or any of its Subsidiaries with a maximum potential liability in excess of $50,000, (x) that is a Lease, (xi) concerning Intellectual Property (other than generally commercially available, non-custom, off-the-shelf software licenses having a retail acquisition price of less than $2,000), (xii) with a physician or other Third Party who is in a position to make or influence referrals to or otherwise generate business for the Company or any Company Subsidiary, including the Physician Contracts, (xiii) that is a medical directorship service agreement or any similar agreement, (xiv) that is a Third Party payor Contract, or (xv) the loss of which would reasonably be expected to have a Company Material Adverse Effect. Each Contract of the type described in clauses (ithis Section 3.11(a) through (vii) being is referred to herein as "a “Material Contracts"). Each Contract.” True and complete copies of all Material Contract is valid and binding Contracts in effect on the Company (or, date hereof have been made available to Parent on or prior to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effecthereof.

Contracts. (ai) Except as set forth in Section 5.1(s) of the SEC Reports filed prior to Company Disclosure Schedule, as of the date of this Agreement or Section 3.18 Agreement, none of the Disclosure Schedule, neither the Company nor or any of the its Subsidiaries is a party to or bound by any contract, agreement, commitment, lease, or other instrument or obligation, whether oral or written (ieach a “Contract”): (A) "material contract" (as such term is defined in required to be filed by the Company with the SEC pursuant to Item 601(b)(10) of Regulation S-K promulgated by under the SEC)Securities Act; (B) with respect to partnerships, joint ventures or similar arrangements; (iiC) non-competition agreement containing covenants of the Company or any other agreement or obligation which purports of its Subsidiaries purporting to limit in any material respect the manner in whichany line of business, any channel of distribution, or geographical area in which the localities in which, all Company or its Subsidiaries may operate; (D) pursuant to which the Company or any of its Subsidiaries has any Indebtedness in an amount in excess of $500,000 outstanding (other than intercompany Indebtedness); (E) licensing or otherwise specifically concerning Intellectual Property (except for Contracts with respect to non-exclusive, generally commercially available software) that is material portion of to the business of the Company and the its Subsidiaries, taken as a whole, may be conducted, ; (iiiF) transaction, that is a collective bargaining agreement, arrangement or understanding any other Contract with any affiliate of labor union, labor organization or works council; (G) pursuant to which the Company or such Subsidiary any of its Subsidiaries leases Owned Real Property to any third party other than short term leases that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence are terminable by the Company or its Subsidiaries without fee or penalty upon thirty days’ or less prior notice; (H) that is a Property Franchise; (I) for any Subsidiary of indebtedness for borrowed money construction work (including any interest rate additions or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for expansions) to be performed at any Owned Real Property and under which the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger Company or any of its Subsidiaries has an obligation in excess of $250,000 in the aggregate; (J) relating to interest rate caps, interest rate collars, interest rate swaps, currency hedging transactions contemplated and other similar arrangements to which the Company or any of its Subsidiaries is a party or an obligor with respect thereto; (K) that require the Company or any of its Subsidiaries to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; or (L) that by this Agreement (all contracts its terms calls for aggregate payments by or to the Company or any of the type its Subsidiaries in excess of $500,000. Each such Contract described in clauses (iA) through - (viiL) being above is referred to herein as "a “Material Contracts"). Each Material Contract is valid and binding on Contract.” As of the date hereof, the Company (or, has made available to the extent a Subsidiary Parent an accurate and complete copy of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. Section 3.17 to the Companies' Disclosure Schedule lists all contracts, agreements, guarantees, leases and executory commitments that exist as of the date hereof other than Plans (each a "Contract") to which any of the Companies is a party and which fall within any of the following categories: (a) Except as set forth Contracts not entered into in the SEC Reports filed prior Ordinary Course of Business other than those that are not material to the date Businesses, (b) joint venture and partnership agreements, (c) Contracts containing covenants purporting to limit the freedom of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries Companies to compete in any line of business in any geographic area or to hire any individual or group of individuals, (d) Contracts which after the Closing Date would have the effect of limiting the freedom of the Purchaser or its subsidiaries to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts which contain minimum purchase conditions in excess of $1,000,000 with respect to inventory purchases for resale, and $500,000 in the case of everything else, or requirements or other terms that restrict or limit the purchasing relationships of any of the Companies, or any customer, licensee or lessee thereof, (f) Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000, (g) indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money in excess of $1,000,000, letters of credit or other agreements or instruments of any of the Companies or commitments for the borrowing or the lending of amounts in excess of $1,000,000 by any of the Companies or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of any of the Companies with an aggregate value in excess of $100,000, (h) Contracts providing for "earn-outs" or other contingent payments by any of the Companies involving more than $100,000 over the term of the Contract, and (i) Contracts with or for the benefit of any Affiliate of any of the Companies or immediate family member thereof (other than subsidiaries of the Company) involving more than $60,000 in the aggregate per Affiliate. All such Contracts and all contracts to which Companies is a party and which involve annual revenues to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion Businesses of the business Companies in excess of 2.5% of the Companies' consolidated annual revenues (each, a "Material Contract") are valid and binding obligations of one or more of the Companies and, to the knowledge of the Company and the SubsidiariesSellers, the valid and binding obligation of each other party thereto except such Contracts or Material Contracts which if not so valid and binding would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change with respect to the Companies taken as a whole. Neither any of the Companies nor, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate to the knowledge of the Company or the Sellers, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting Contract or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, except such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date violations or defaults under each Material Contract, except where such noncomplianceor terminations which, individually or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect on Change with respect to the CompanyCompanies taken as a whole. Except as set Set forth in Section 3.18 3.17(j) to the Companies' Disclosure Schedule is a description of any material changes to the amount and terms of the Disclosure Schedule, neither the Company nor indentures of any Subsidiary of the Company is Companies from the descriptions thereof in default or knows of, or has received notice of, any violation or default under (nor, the notes to the knowledge of financial statements previously delivered to the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectPurchaser.

Contracts. Schedule 3.15 of the Company Disclosure Schedule lists all contracts, agreements, guarantees, leases and executory commitments, other than Company Plans and any Material Contracts listed as an exhibit to any Company SEC Document, that exist as of the date hereof to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound and which fall within any of the following categories (asuch agreements, as well as Company Plans and Material Contracts listed as an exhibit to any Company SEC Document, are collectively referred to as the “Material Contracts”): (i) Except as set forth any agreement, contract or commitment in connection with which or pursuant to which the Company and its Subsidiaries is likely to spend or receive, in the SEC Reports filed prior aggregate, more than $250,000 during either the current fiscal year or the next fiscal year, (ii) any non-competition, exclusivity or other similar agreement that prohibits or otherwise restricts, in any material respect, the ability of the Company or any of its Subsidiaries to conduct their business, (iii) any employment, severance, change in control or consulting agreement with any executive officer or other employee of the Company or any of its Subsidiaries or member of the Company Board earning an annual base salary or other compensation in excess of $125,000, (iv) joint venture agreements, (v) indentures, mortgages, promissory notes, loan agreements, letters of credit or guarantees under which the amount the amount outstanding or guaranteed is in excess of $100,000, other than guarantees made by the Company of any obligations of any of its Subsidiaries, or pursuant to which the Company has the right borrow in excess of $100,000, or providing for the creation of any security interest or lien upon any of the assets of the Company with an aggregate value in excess of $100,000, (vi) contracts (other than those described in clause (ix) below and other than ordinary course contracts providing for royalties to content rights holders or bounties or other similar payments related to customer or web traffic acquisition) providing for “earn-outs” or other contingent payments by the Company involving more than $200,000 in the aggregate during either the current fiscal year or the next fiscal year, (vii) contracts associated with off balance sheet financing in excess of $100,000 in the aggregate, including but not limited to arrangements for the sale of receivables, (viii) licenses or similar agreements granting the Company the right to use any material Intellectual Property (other than licenses for generally available “off the shelf” third party software or related Intellectual Property), or granting any third party the right to use any Company Intellectual Property (other than non-exclusive trademark and logo licenses granted by the Company to partners for marketing purposes and non-exclusive end-user or customer licenses granted by or to the Company or any of its Subsidiaries in the ordinary course of business that have a term of less than one year remaining from the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to that are terminable without penalty upon 60 days or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SECless notice), (iiix) non-competition agreement stock purchase agreements, asset purchase agreements or similar acquisition agreements relating to the purchase or sale of a business or the assets thereof, under which the Company or its Subsidiaries have any material remaining obligations, (x) lease agreements, purchase agreements and other similar agreements providing for or relating to the lease or acquisition of real property by the Company, with minimum payments in excess of $200,000 per year, or (xi) any other agreement or obligation which purports that would be required to limit in any respect the manner in which, or the localities in which, all or any material portion of the business be filed as an exhibit to an Annual Report on Form 10-K of the Company if the Company were to file such report on the date of this Agreement (assuming for this purpose that the fiscal year covered thereby ended on the date of this Agreement). All Material Contracts to which the Company or its Subsidiaries are party or by which it is bound are valid and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate binding obligations of the Company or such Subsidiary that would be required and, to be disclosed under Item 404 the Knowledge of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates toCompany, the incurrence by valid and binding obligation of each other party thereto, except to the extent it has previously expired in accordance with its terms. Neither the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (Subsidiaries nor, to the knowledge Knowledge of the Company, does any other party thereto is in violation of or in default in respect of, nor has there exist any occurred an event or condition which with the passage of time or the giving of notice (or both both) would result in constitute a default under or permit the termination of, any such a violation or default under) any Material Contract, except any for such default or violation thatviolations and defaults which would not have, individually or in the aggregate, would not have a Company Material Adverse Effect.

Contracts. (a) Except The Company Schedule of Exceptions sets forth a list (as set forth in the SEC Reports filed prior to of the date of this Agreement or Section 3.18 Agreement) of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any (i) "material each contract which is likely to involve payment or receipt of annual consideration of more than $100,000, in the aggregate, over the remaining term of such contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement all contracts or indentures relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company or any of its subsidiaries, including the amount of funded indebtedness for borrowed money outstanding as of the date hereof under any such contract or indenture, other agreement than contracts relating to indebtedness other than indebtedness for borrowed money in an amount not in excess of $100,000 in the aggregate for all such contracts, (iii) all joint venture or obligation other similar agreements to which purports the Company or any of its subsidiaries is a party, (iv) all lease agreements to limit which the Company or any of its subsidiaries is a party with annual lease payments in excess of $100,000, (v) standby letter of credit obtained by the Company or any of its Subsidiaries has in an amount in excess of $250,000 and contracts under which the Company or any of its Subsidiaries has advanced or loaned any other Person or entity an amount in excess of $100,000, (vi) contracts or groups of related contracts with the same party or group of parties requiring the payment or receipt of $100,000 or more per year which are not cancelable by the Company on 30 days’ or less notice without premium or penalty or other cost of any kind or nature, (vii) warranty agreements with respect to the manner Company’s or its Subsidiaries’ services rendered or products sold or leased, other than pursuant to the Company’s standard warranty, (viii) agreements under which the Company has granted any person or entity registration rights (including, without limitation, demand and piggy-back registration rights), (ix) agreements under which the Company or any of its Subsidiaries has granted any right of first refusal or similar right in which, or the localities in which, all or favor of any third party with respect to any material portion of the business Company’s or any of the Company its Subsidiaries’ properties or assets and the Subsidiaries, taken as a whole, may be conducted, (iiix) transaction, agreement, arrangement contracts containing non-compete covenants by or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money its Subsidiaries (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type items described in clauses (i) through (viix) being referred to herein as "hereof, collectively, the “Material Contracts"”). Each The Company has made available to Parent a correct and complete copy of each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary listed in Section 4.14(a) of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 Schedule of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectExceptions.

Contracts. (a) Except as set Schedule 3.14 sets forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 all of the Disclosure Schedule, neither following Contracts to which the Company nor or any of the Subsidiaries is a party or by or to which any of them or any of their Properties may be bound by any or subject: (i) "material contract" (as such term Contracts with any current or former officer, director, shareholder, employee, consultant, agent or other representative or with an entity in which any of the foregoing is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), a controlling Person; (ii) non-competition agreement Contracts with any labor union or association representing any other agreement employee or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, former employee; (iii) transactionContracts for the sale of any Properties other than in the ordinary course of business or for the grant to any Person of any option or preferential rights to purchase any material Properties; (iv) partnership or joint venture agreements; (v) Contracts under which the Company or any of the Subsidiaries agrees to indemnify any party or to share tax liability of any party; (vi) material Contracts which cannot be cancelled without liability, agreement, arrangement premium or understanding with any affiliate penalty only on 90 days' or more notice; (vii) Contracts containing covenants of the Company or such Subsidiary that would be required any of the Subsidiaries not to be disclosed under Item 404 compete in any line of Regulation S-K promulgated by business or with any Person in any geographical area or covenants of any other Person not to compete with the SEC, Company or any of the Subsidiaries in any line of business or in any geographical area; (ivviii) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, Contracts relating to the incurrence acquisition by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger Subsidiaries of any operating business or the capital stock of any other Person; (ix) Contracts relating to the borrowing of money; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of the Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) Contracts pursuant to which the Company or any of the transactions contemplated Subsidiaries may hold or use any interest owned or claimed by this Agreement (all contracts the Company or any of the type described Subsidiaries in clauses or to any material Property; (ixii) through management Contracts and other similar agreements with any Person; (viixiii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, any other Contracts pursuant to the extent terms of which there is either a Subsidiary current or future obligation or right of the Company is a partyor any of the Subsidiaries to make payments in excess of $50,000 or receive payments in excess of $100,000; (xiv) Contracts with respect to the development, financing or production of motion picture, video, television or interactive productions; (xv) Distribution Contracts; (xvi) material Contracts relating to the acquisition of Product, including Contracts relating to the acquisition of licensing and distribution rights with respect to such SubsidiaryProduct; (xvii) Contracts with motion picture studios; (xviii) Contracts relating to television sales and is in full force and effect, and distribution of Product; (xix) Contracts entitling the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contractor its Subsidiaries or any Affiliate, except where such noncompliance, individually or in including the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (norStockholders, to the knowledge of the Company, does there exist Contingent Compensation; and (xx) material Contracts relating to any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectother Product.

Contracts. (a) Except as For purposes of this Agreement, a “Company Material Contract” is any Company Agreement, whether or not set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 3.13 of the Company Disclosure Schedule, neither the Company nor any which, as of the Subsidiaries is a party to or bound by any date hereof, (i) "is a “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC), ; (ii) non-competition agreement that involves aggregate revenues or any other agreement or obligation which purports to limit expenditures in any respect the manner in which, or the localities in which, all or any material portion excess of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, $1,000,000 per year; (iii) transaction, agreement, arrangement that involves revenues or understanding expenditures in excess of $500,000 per year and was not entered into in the ordinary course of business; (iv) that contains any non-compete or exclusivity provisions with respect to any affiliate line of business or geographic area with respect to the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides forCompany Subsidiary, or relates to, which restricts the incurrence conduct of any line of business by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreementsCompany Subsidiary, or options any geographic area in which the Company or forwards on such agreementsany Company Subsidiary may conduct business, or other similar agreements for the purpose in each case in any material respect; (v) that is a Clinical Contract that involves aggregate expenditures in excess of managing the interest rate or foreign exchange risk associated $1,000,000 per year; (vi) with its financing), or any vendor that provides billing and reimbursement services valued in excess of $500,000 during any year; (vii) contract is with any payor from which the Company, any Company Subsidiary or other agreement any Hospice has received payments in 2009 in excess of $500,000; (viii) is with any supplier to which the Company, any Company Subsidiary or any Hospice has made payments in 2009 in excess of $1,000,000; (ix) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement other Transactions; (all contracts of the type described in clauses x) is with any current or former Key Personnel; (ixi) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary with any labor union or association representing any employee of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company Subsidiaries and any collective bargaining agreement (of which there are none), (xii) that is a partnership or joint-venture agreement; (xiii) relating to the borrowing of money (including any guarantee thereto) or that is a mortgage, security agreement, capital lease or similar agreements, in default each case in excess of $500,000 or knows ofthat creates a Lien on any material asset of the Company or any of the Company Subsidiaries; (xiv) for the license or sublicense (whether as a licensor or a licensee) of any Intellectual Property or other intangible asset (excluding commercial off-the-shelf or shrink wrap software than has not been modified or customized), that provides for payment or receipt of $500,000 or more per year; (xv) relating to the sale of any of the material assets or properties of the Company or any of the Company Subsidiaries other than in the ordinary course of business or for the grant to any Person of any options, rights of first refusal, or has received notice ofpreferential or similar rights to purchase any of such assets or properties; (xvi) relating to the acquisition by the Company or any of the Company Subsidiaries of any operating business or the capital stock of any other Person; (xvii) requiring the payment to any Person of a material commission or fee, except in the ordinary course of business consistent with past practice; (xviii) that, in the case of a Company Benefit Plan, any violation or default under (nor, to the knowledge of the Companybenefits of which would be increased, does there exist any condition which with the passage of time or the giving vesting of notice the benefits of which would be accelerated, by the occurrence of any of the Transactions, or both the value of any benefits which would result in such a violation be calculated on the basis of any of the Transactions; or default under(xix) that is an insurance policy providing for indemnification of any officer or director of the Company or any of the Company Subsidiaries, other than the Company Governing Documents; provided, however, that the foregoing definition of Company Material ContractContract shall not include any leases, except subleases and other occupancy or use agreements concerning the real property leased by the Company or any such default or violation thatof the Company Subsidiaries, individually or in including the aggregateMaterial Company Leases (collectively, would not have a Material Adverse Effectthe “Company Leases”).

Contracts. Schedule 3(v) sets forth a list (a) Except as set forth in the SEC Reports filed prior sorted by reference to the date clauses of this Agreement or Section 3.18 subsection) of all contracts, agreements, arrangements, guarantees, licenses, leases and executory commitments, other than Benefit Plans and any contracts heretofore filed as an exhibit to any SEC Document, that exist as of the Disclosure Schedule, neither date hereof to which the Company nor or any of the its Subsidiaries is a party or by which it is bound and which fall within any of the following categories (each a "Contract"): (a) Contracts not entered into in the ordinary course of the Company's or any of its Subsidiaries' respective businesses; (b) joint venture, partnership or franchising agreements, (c) Contracts containing covenants purporting to limit the freedom of the Company or bound by any of its Subsidiaries to compete in any line of business in any geographic area or to hire any individual or group of individuals, (d) Contracts which after the consummation of any of the Transactions would have the effect of limiting the freedom of the Company or any Subsidiary to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts relating to any outstanding commitment for capital expenditures in excess of $25,000, (f) indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money, letters of credit or other agreements or instruments of the Company or any Subsidiary evidencing indebtedness for borrowed money or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of the Company or any of its Subsidiaries, (g) License Agreements, (h) Contracts with respect to which a change in the ownership (whether directly or indirectly) of the shares of Company Common Stock or the composition of the Board of Directors of the Company or any of its Subsidiaries or any of the other Transactions may result in a violation of or default under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of benefits under, such Contract, (i) "material contract" (as such term is defined in any other agreement of a type required to be filed under Item 601(b)(10) of Regulation S-K promulgated by the SEC), ; or (iij) non-competition agreement or any other agreement or obligation Contracts (including employment agreements and consulting agreements) pursuant to which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary is required to employ or obtain services from any Person otherwise than on an "at-will" basis for any period of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for time. All Contracts to which the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger Company or any of the transactions contemplated its Subsidiaries is a party or by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract which it is bound are valid and binding on obligations of the Company or its Subsidiary (oras applicable) and, to the extent a Subsidiary knowledge of the Company is a partyCompany, such Subsidiary) the valid and is in full force and effect, and binding obligation of each other party thereto. Neither the Company and each or its Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except (as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (applicable) nor, to the knowledge of the Company, does any other party thereto is in violation of or in default in respect of, nor has there exist any occurred an event or condition which with the passage of time or the giving of notice (or both both) would result in constitute a default by the Company or its Subsidiary (as applicable) (or to its knowledge a default by any other party thereto) under or permit the termination of, any such a violation or default under) any Material Contract, except any for such instances of default thereunder or violation that, terminations thereof that would not individually or in the aggregate, would not have aggregate result in a Material Adverse Effect. The Company has, prior to the date hereof, delivered or made available true, complete and correct copies of the Contracts to the Buyers.

Contracts. (a) Except as set Schedule 4.10(a) sets forth a complete and accurate list of all of the following Contracts to which the Company is a party or a beneficiary or by which the Company or its assets are subject: (i) Contracts under which amounts paid or expected receipts or expenditures exceed $100,000 in the SEC Reports filed prior current or any future calendar year, including Contracts with subcontractors and suppliers; (ii) requiring the Company to indemnify any Person on terms that are not customary; (iii) pursuant to which any materials are sole-sourced to the date Company which cannot be obtained from another third party; (iv) constituting any notes, debentures, bonds, or other Contracts for the borrowing or lending of this Agreement money (including loans to or Section 3.18 from officers, directors, members, partners, or shareholders of the Disclosure ScheduleCompany), neither Contracts or arrangements for a line of credit or for a guarantee of, or other undertaking in connection with, the Indebtedness of any other Person; (v) with any Governmental Entity; (vi) under which a representative or sales agency relationship is created; (vii) limiting or restraining the Company nor from engaging or competing in any lines of business with any Person other than standard non-disclosure agreements, none of which materially restrict competition other than by confidentiality, non-solicitation and non-use of confidential information of the discloser; (viii) involving the lease by the Company of any tangible assets; (ix) involving a license, distributorship or other similar arrangement; (x) involving any capital expenditure or leasehold improvements; (xi) that if terminated, would reasonably be expected to result in a Company Material Adverse Effect; (xii) Contracts with any Affiliate or family member of any of the Subsidiaries is a party to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in whichShareholders, or the localities in whichAffiliate or family member of any director, all current or any material portion former partner, Shareholder, officer, employee, of the business of the Company Company; and the Subsidiaries, taken as a whole, may be conducted, (iiixiii) transaction, agreement, arrangement or understanding with any affiliate of Contracts that are otherwise material to the Company or such Subsidiary that would be were entered into outside the ordinary course of business and not previously disclosed pursuant to this Section 4.10. The Contracts required to be disclosed under Item 404 of Regulation S-K promulgated by listed on Schedule 4.10(a) together with the SECIntellectual Property Contracts and Policies, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being are collectively referred to herein as "Material the “Company Contracts")”. Each Material The Company has delivered complete and accurate copies of each Company Contract is valid (including all amendments, modifications, extensions and binding on the Company (or, renewals thereof and related notices and agreements thereto) to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectBuyer.

Contracts. (a) Except as set forth in the SEC Reports filed prior Schedule 5.10 attached to the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries Seller is not a party to to, or bound by by, any oral or written contracts, agreements, commitments or understandings ("Contracts"): (i) "material contract" (as such term is defined in Item 601(b)(10) for the employment of Regulation S-K promulgated by the SEC), any officer or employee; (ii) non-competition agreement or for any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, Indebtedness; (iii) transactionfor leasing personal property (including, agreementwithout limitation, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SECleases for machinery and office equipment, furniture, fixtures, vehicles, and tools); (iv) voting involving the payment or other agreement governing how receipt of in excess of $25,000 per annum by Seller or the term of which at any Shares shall be votedtime exceeded one year (including, without limitation, vendor supply contracts or customer "blanket" purchase orders); (v) acquisitionproviding for the services of dealers, mergerdistributors, asset purchase sales representatives or sale agreement, similar representatives; (vi) agreement which provides forrelating to the ownership, use or relates tolicensing of any patents, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swapdesigns, captrademarks, collartrade names, hedge or insurance agreementsbrand names, or options or forwards on such agreementscopyrights, inventions, processes, know-how, formulae, trade secrets or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or proprietary rights; (vii) any covenants by or binding Seller not to compete or to not disclose any confidentiality of other third parties; or (viii) relating to any joint venture, partnership or sharing of profits or losses with any person; or (ix) any other contract or other agreement which would prohibit or materially delay that is material to the consummation Business. All of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is Contracts constitute legal, valid and binding on obligations of Seller, and to Seller's knowledge, the Company (orother parties thereto, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is are in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contractneither, except where such noncomplianceSeller, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (noror, to the knowledge of the CompanySeller, does there exist any condition other party thereto has violated any provision of, or committed or failed to perform any act which with the passage notice, lapse of time or the giving of notice or both would result in such constitute a violation or default under) under the provisions of any Material Contract, except any such default or violation that, individually or in the aggregate, would not termination of which could have a Material Adverse Effectmaterial adverse effect upon the properties, assets, liabilities, financial condition, results of operations or business prospects of Seller. Complete and accurate copies of all written Contracts disclosed on Schedule 5.10 of the Disclosure Schedule have been made available to Buyer.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company Neither YouChange nor any subsidiary of the Subsidiaries YouChange is a party to or bound by any (i) "material contract" any plan or contract providing for bonuses, pensions, options, stock purchases, deferred compensation, retirement payments, or profit sharing (as such term is defined in Item 601(b)(10) other than profit sharing or bonus arrangements with officers and key personnel of Regulation S-K promulgated by the SECsubsidiaries), ; (ii) non-competition any collective bargaining or other contract or agreement or with any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, labor union; (iii) transactionany lease, installment purchase agreement, arrangement or understanding other contract with respect to any affiliate of the Company real or such Subsidiary that would be required personal property used or proposed to be used in its operations, except, in each case, items included within aggregate amounts disclosed under Item 404 of Regulation S-K promulgated by in the SECYouChange Base Balance Sheet, (iv) voting any employment agreement or other agreement governing how any Shares shall be voted, similar arrangement not terminable upon 90 days or less notice without penalty to it; (v) acquisitionany contract or agreement for the purchase of any commodity, mergermaterial, asset purchase fixed asset, or sale agreement, equipment in excess of $5,000; (vi) any contract or agreement which provides forcreating an obligation of $5,000 or more; (vii) any contract or agreement that by its terms does not terminate or is not terminable without penalty to it within one year after the date hereof; (viii) any loan agreement, or relates toindenture, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swappromissory note, cap, collar, hedge or insurance agreements, or options or forwards on such agreementsconditional sales agreement, or other similar agreements for the purpose type of managing the interest rate or foreign exchange risk associated with its financing), arrangement; (ix) any material license agreement; or (viix) any contract that may result in a material loss or obligation to it. All contracts, agreements, and other agreement arrangements to which would prohibit YouChange or materially delay the consummation any subsidiary of YouChange is a party are valid and enforceable in accordance with their terms; YouChange, its subsidiaries, and all other parties to each of the Merger or any of the transactions contemplated by this Agreement (foregoing have performed, in all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (ormaterial respects, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contractdate; neither YouChange, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary subsidiary of the Company YouChange, nor any such other party is in default or knows of, or has received notice of, in arrears under the terms of any violation or default under (nor, to the knowledge of the Companyforegoing; and no condition exists or event has occurred that, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation lapse of time or default under) any Material Contract, except any such default or violation that, individually or in the aggregateboth, would not have constitute a Material Adverse Effectdefault under any of them.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any (i) The Disclosure Schedule to this Section lists all agreements, contracts, notes, bonds, debentures, indentures, mortgages, deeds of trust, leases, licenses, obligations, promises, settlements, repurchase obligations (including, but not limited to, repurchase obligations pertaining to whole loan sales, securitizations, pooling and servicing agreements, servicing agreements and other such agreements and understandings (whether written or oral and whether express or implied) (together with the Equipment Leases, the Real Estate Contracts and the Technology Contracts, the "Contracts")) that are material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company, including without limitation all the foregoing (A) that provide for future payments, claims or obligations to or from the Company of $100,000 or more per year or $500,000 or more over the term thereof or (B) that are (1) collective bargaining agreements or other agreements with any labor union, (2) joint venture agreements, partnership agreements or other agreements involving a sharing of profits, losses, costs or liabilities, (3) agreements containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any other person, (4) standard forms of agreements providing for payments to or for any person based on sales, originations, closings, purchases or profits (other than direct payments for goods), (5) powers of attorney, (6) agreements providing for the payment of special or consequential damages by the Company, (7) agreements relating to capital expenditures in excess of $50,000 by the Company, (8) warranties, guarantees or other similar undertakings by the Company, (9) agreements involving material indemnification, (10) employment, secrecy or confidentiality agreements with key employees, (11) requirements or output contracts, (12) business alliance or joint marketing agreements, (13) pooling and servicing agreements under which the Company may have repurchase obligations or special servicing duties, custodial agreements, loan agreements, master loan purchase agreements, master loan repurchase agreements or underwriting agreements or (14) amendments, modifications or supplements to any of the foregoing; provided, however, that Mortgage Loans are disclosed separately in the Disclosure Schedule to Section 6.6(b) (Mortgage Loans). As used herein, the term "Contracts" also shall be deemed to refer to all agreements between the Company, on the one hand, and the SubsidiariesStockholder, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides forStockholder, or relates to, the incurrence by the Company any director or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge executive officer of the Company, does there exist any condition which with on the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectother hand.

Contracts. Section 3.10 of Seller Disclosure Statement is a complete list of all Contracts of Seller (aother than the Leases) Except as that are currently in effect (except for those set forth in clause (x) below), that relate to the SEC Reports filed prior to business or employees of the Division or the Assets and that are (i) Contracts which provide for the receipt or expenditure after the date of this Agreement or Section 3.18 Agreement, of more than $50,000 other than inventory purchases in the Disclosure Schedule, neither the Company nor any ordinary course of the Subsidiaries is a party to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), business; (ii) non-Contracts for capital expenditures or acquisitions in excess of $50,000 for one project or set of related projects or $200,000 in the aggregate; (iii) Contracts relating to guarantees of third party obligations; (iv) Contracts (including non competition agreement agreements) which restrict the kinds of businesses in which the Division may engage or the geographical area in which it may conduct its business; (v) Contracts relating to the borrowing of money, the granting of Liens or lines of credit, in each case, involving an amount in excess of $50,000, individually, or $200,000 in the aggregate; (vi) Contracts relating to collective bargaining; (vii) Contracts (whether as licensor or licensee, assignor or assignee) relating to any Intellectual Property Rights; (viii) Contracts relating to brokerage or finder's agreements; (ix) Contracts relating to joint venture agreements, partnership agreements or similar agreements; (x) Contracts relating to stock purchase agreements, asset purchase agreements or other acquisition or divestiture agreements; (xi) Contracts relating to employment, consulting or management agreements; or (xii) Contracts with the Seller or any other agreement of its Affiliates that relate to the Assets or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company Division. True and correct copies of all the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money Contracts (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (viiall amendments) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred have been delivered to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material ContractBuyer, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth noted in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.3.10

Contracts. Schedule 4.13 hereto sets forth a list of all Contracts to which the Company is a party or by which it is bound, except (a) Except as set forth any written Contract that does not require payment by any party thereto of more than $100,000, (b) any Contract that is terminable by the Company upon ninety (90) days’ notice or less without the payment of any material penalty or material termination fee, (c) any Contract, entered into after the date hereof and prior to Closing, with Buyer in connection with any transactions contemplated by this Agreement, (d) any Contract entered into in the SEC Reports filed Ordinary Course of Business after the date hereof and prior to the date Closing, (e) purchase orders for goods and services entered into in the Ordinary Course of Business and (f) any Contract specifically listed in any other Schedule to this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any Agreement. Schedule 4.13 also sets forth (i) "material contract" any non-competition agreements or other Contracts that would limit the Company from or after the Closing, or would limit or purport to limit any Affiliate of the Company (as such term is defined including post-Closing Affiliates) from or after the Closing, from competing or engaging in Item 601(b)(10) of Regulation S-K promulgated by the SEC)any business or geographic area, (ii) non-competition agreement any Contract that would contain, impose or purport to impose most favored nation pricing, grants or requirements of exclusivity or minimum purchase requirements on the Company or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business Affiliate of the Company and (including post-Closing Affiliates of the Subsidiaries, taken as a whole, may be conductedCompany) from or after the Closing, (iii) transactionany indenture, agreement, arrangement credit agreement or understanding with any affiliate of loan agreement pursuant to which the Company has any Indebtedness for borrowed money (or such Subsidiary that would be required to be disclosed under Item 404 guarantees thereof) in excess of Regulation S-K promulgated by the SEC$100,000, (iv) voting any Contract of the Company that guarantees the obligations of service providers, vendors, officers, directors, employees, Affiliates or other agreement governing how any Shares shall be votedothers, (v) acquisitionall Contracts with distributors, merger, asset purchase buying agents or sale agreementsales agents, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or all Real Property Leases and (vii) contract information technology and software Contracts, excluding commercially available, “off-the-shelf,” or other agreement which would prohibit or materially delay the consummation “shrinkwrap” information technology and software Contracts. Each of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding Contracts listed on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and Schedule 4.13 is in full force and effect, effect and the Company and each Subsidiary has not committed any breach thereof that would have performed all obligations required or reasonably be expected to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. (a) Except as Schedule 4.18(a) (with subsection references corresponding to those set forth in below) contains a true and complete list of each of the SEC Reports filed following Contracts or other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been made available to the Purchaser prior to the date execution of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SECAgreement), (ii) non-competition agreement or any other agreement or obligation to which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary thereof is a party or by which any of indebtedness for borrowed money their respective Assets and Properties is bound (including or, in the case of clauses (vi)(A), (vi)(B) and (vi)(C) below, to which any of the Combined Companies was a party as of June 27, 1998): (i) (A) all Contracts between or among the Company or any Subsidiary thereof, on the one hand, and any current holders of any equity interest rate or foreign currency swap, cap, collar, hedge or insurance agreementsin, or options or forwards on such agreementsAffiliate of, any of the Combined Companies, or any Affiliate of any such equityholder or Affiliate (in each case other similar agreements for than the purpose of managing the interest rate Company or foreign exchange risk associated with its financingany Subsidiary thereof), on the other hand; (B) all collective bargaining or similar labor Contracts; and (viiC) contract all Contracts (excluding Benefit Plans) providing for a commitment of employment other than any such Contract pursuant to which none of the Combined Companies (alone or together) will, or is required to, make aggregate payments in excess of $100,000 (whether in cash, securities or other agreement which would prohibit or materially delay the consummation property); (ii) all Contracts of the Merger Company or any Subsidiary thereof to make payments (with or without notice, passage of time or both) to any Person in connection with, or as a consequence of, the transactions contemplated by this Agreement Agreement; (iii) all contracts Contracts with any Person containing any provision or covenant prohibiting or materially limiting the ability of the type described Company or any Subsidiary thereof to engage in clauses any line of business or compete with any Person or materially prohibiting or limiting the ability of any Person to compete with the Company or any Subsidiary thereof; (iiv) through all partnership, limited liability company, joint venture, shareholders' or other similar Contracts with any Person; (v) all Contracts (A) relating to or evidencing any Indebtedness of the Company or any Subsidiary thereof and all guarantees by other Persons of any Indebtedness or other obligations of the Company or any Subsidiary thereof; and (B) with respect to surety bonds; (vi) all Contracts (A) with distributors, dealers, manufacturers' representatives or sales agents, (B) with manufacturers, (C) with respect to the sale of services, products or both to customers or (D) with independent contractors, consultants or franchisees, other than any such Contract pursuant to which none of the Combined Companies (alone or together) or any other Person will, or is required to, make payments in excess of $100,000 (in each case whether in cash, services or other property); (vii) being referred all Contracts relating to herein (A) the future disposition or acquisition of any material amount of Assets and Properties, other than dispositions or acquisitions of inventory and equipment in the ordinary course of business consistent with past practice and the provisions of this Agreement, or (B) any Business Combination; (viii) all Contracts that limit or contain restrictions on the ability of the Company or any Subsidiary thereof to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire shares of its capital stock or other equity interests therein, as "Material Contracts"the case may be, to incur Indebtedness, to incur or suffer to exist any Lien (other than purchase money liens and Permitted Liens). Each Material , to purchase or sell any Assets and Properties or to engage in any Business Combination; (ix) any other Contract not otherwise listed above which (A) is valid and binding on material to the Business or Condition of the Company (or, to other than any such Contract that (x) does not require or involve aggregate payments of at least $100,000 in any calendar year or (y) is terminable by the extent Company or a Subsidiary thereof pursuant to its express terms on 90 days' or less notice without the imposition of the Company is a party, such Subsidiaryany material termination penalty) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required or (B) resulted or could reasonably be expected to be performed by them to date under each Material Contract, except where such noncomplianceresult, individually or in the aggregateaggregate with any such other Contracts, would not have in a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither loss to the Company nor or any Subsidiary thereof in excess of the Company is $100,000; and (x) all powers of attorney or comparable delegations of authority (other than powers of attorney and comparable delegations of authority that are (A) required by law in default order to qualify to do business in any jurisdiction or knows of, or has received notice of, any violation or default under (nor, B) provided with respect to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectother routine ministerial matters).

Contracts. Section 5.9 of the Seller Disclosure Schedule contains an accurate and complete list of all Contracts to which Seller is a party or by which it is bound that are primarily used in or are necessary to the operation of the Business or the Assets, including, without limitation, but in each case, only those Contracts that are primarily used in or necessary to the operation of the Business of the Assets, (ai) Except as set forth all Contracts relating to borrowed money or pledging or placing a Lien on an Asset; (ii) all personal property leases and lease purchase agreements; (iii) all management agreements, severance agreements, executive compensation plans, bonus agreements or plans, deferred compensation agreements, pension plans, retirement plans, employee stock option, employee stock purchase plans or other agreements for the employment of any officer, individual employee or other Person or entity on a full time, part time or consulting basis; (iv) all Contracts under which the Seller has advanced or loaned any other Person or entity any amounts; (v) all Contracts under which the Seller is lessee; (vi) all agency, distributor, sales representative, franchise or similar agreements to which the Seller is a party; (vii) all warranty agreements with respect to the Seller’s services rendered or its products sold, leased or licensed; (viii) all Contracts that provide any customer with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers of the Business, including, without limitation, contracts containing “most favored nation” provisions; (ix) all Contracts that contain performance guarantees; (x) all Contracts documenting the settlement of any action or threatened action; (xi) all Contracts appointing any agent to act on the Seller’s behalf and all powers of attorney; and (xii) all Contracts that restrict the Seller from freely engaging the operation of the Business of the Assets anywhere in the SEC Reports filed world. Each Assigned Contract is a valid and binding agreement of the Seller and, to Seller’s knowledge, the other parties thereto, and shall continue to be so enforceable and in full force and effect on identical terms immediately following the Closing. The Seller has fulfilled all obligations required pursuant to the Assigned Contracts to have been performed by the Seller prior to the date of this Agreement or Section 3.18 hereof and as of the Disclosure ScheduleClosing Date, neither will have fulfilled its obligations required to have been performed prior to the Company nor Closing. The Seller is not in material breach of or in default under any Assigned Contract, and no event has occurred that with the passage of time or giving of notice or both would constitute a breach or default, which breach or default would result in a loss of a material right, result in the payment of any damages or penalties or result in the creation of an Encumbrance thereunder or pursuant thereto. The Seller has not received written notice from any Person party to any Contract regarding the termination, cancellation or material change to the terms of, any Contract. Buyer has been supplied with, or has been given access to, a true and correct copy of all Contracts, together with all material amendments, waivers or other changes thereto. Section 5.9 of the Subsidiaries is Seller Disclosure Schedule sets forth a party to or bound by any (i) "material contract" (as such term is defined correct and complete list of all consents and approvals of third parties that are required in Item 601(b)(10) of Regulation S-K promulgated connection with the consummation by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any Seller of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectAgreement.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of Disclosure Schedule --------- and other than this Agreement or Section 3.18 of the Disclosure Scheduleto which it is a party, neither the Company nor any of the Subsidiaries is not a party to or bound by, nor are any of its properties or assets or is its business bound by or subject to, any written: (1) material agreement or contract not made in the ordinary course of business; (2) employment agreement or employment contract that is not terminable at will by the Company; (3) (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC)employee collective bargaining agreement or other contract with any labor union, (ii) non-competition plan, program, arrangement or agreement that provides for the payment of severance, termination or similar type of compensation or benefits upon the termination or resignation of any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business employee of the Company and the Subsidiaries, taken as a whole, may be conducted, or (iii) transactionplan, agreementprogram, arrangement or understanding agreement that provides for medical or life insurance benefits for former employees of the Company or for current employees of the Company upon their retirement from, or termination of employment with, the Company; (4) covenant not to compete; (5) agreement, contract or other arrangement with (A) any stockholder of the Company (B) any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 any affiliate of Regulation S-K promulgated any stockholder of the Company or (C) any officer, director or employee of the Company (other than employment agreements covered by the SEC, clause (iv2) voting above); (6) license or other agreement governing how relating in whole or in part to Intellectual Property not made in the ordinary course of business (including, but not limited to, any Shares shall be votedlicense or other agreement under which the Company has the right to use any Intellectual Property owned or held by any other Person); (7) agreement or contract under which the Company has (i) incurred any Indebtedness or (ii) given any guarantee; (8) mortgage, (v) acquisitionpledge, merger, asset purchase or sale security agreement, deed of trust or other document granting a Lien or security interest (vi) agreement which provides forincluding, or relates but not limited to, the incurrence Liens upon properties acquired under conditional sales, capital leases or other title retention or security devices); (9) commitment or instrument which (i) has an aggregate future liability in excess of $50,000 and is not terminable by the Company or any Subsidiary for a cost of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), less than $50,000 or (viiii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, otherwise material to the extent a Subsidiary business of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required as presently conducted or as proposed to be performed by them to date under each Material Contract, conducted; or (10) any lease of real property except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect4.1.11.

Contracts. (a) Except Section 4.18 of the Territorial Disclosure Schedule contains a complete and correct list as set forth in the SEC Reports filed prior to of the date hereof of this Agreement or Section 3.18 all agreements, contracts and commitments of the Disclosure Schedulefollowing types (and all amendments thereto), neither the Company nor written or oral, to which any of the Subsidiaries Territorial Entities is a party or by which any of their properties is bound (except for those to which SOCO or bound by any a SOCO Entity is a party): (i) "material contract" (as notes, agreements, mortgages, indentures, security agreements and other instruments relating to the borrowing of money or evidence of credit or the deferred purchase price of property, or the direct or indirect guarantee by such term is defined entities of any such indebtedness or deferred purchase price, in Item 601(b)(10) excess of Regulation S-K promulgated by the SEC), $20,000; (ii) non-competition agreement leases of real property and material personal property providing for payments under any such lease or any group of related leases at an annual rate in excess of $25,000 (other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, than Territorial Leases); (iii) transaction, agreement, arrangement partnership or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, joint venture agreements; (iv) voting management, employment and consulting agreements or other agreement governing how contracts for personal services (including without limitation any Shares shall be votedagreements between Territorial and any of its directors) that are not terminable by any of such entities on not more than one month's notice without penalty or other termination liability;(v) agreements providing for liability for severance pay, (v) acquisitioncollective bargaining agreements, mergerlabor contracts, asset purchase or sale agreement, labor or personnel policies; (vi) agreement which provides forsurety, performance and maintenance bonds in excess of $5,000; (vii) agreements or commitments for capital expenditures in excess of $25,000; (viii) any plan, contract or arrangement providing for bonuses, pensions, deferred compensation, retirement plan payments, profit sharing, incentive pay, or relates to, for any other employee benefit plan; (ix) brokerage or finder's agreements; (x) any agreement that (a) restricts the incurrence by right of such entities to engage in any place in any line of business or (b) would restrict the Company right of the Surviving Corporation or any Subsidiary of indebtedness for borrowed money the Surviving Corporation to engage in any line of business after the Closing Date; (including xi) any interest rate contract, commitment or foreign currency swapagreement that involves the disposition after March 31, cap1997 of any assets of any of such entities not in the ordinary course of business consistent with past practice; (xii) any contract, collar, hedge commitment or insurance agreements, agreement between any of such entities or options between any of such entities and any director or forwards on such agreements, or other similar agreements for the purpose officer of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement Territorial Entities in excess of $10,000; (all contracts xiii) any Territorial Oil and Gas Contract that commits any of the type described Territorial Entities to make any capital expenditures in clauses any calendar year; and (ixiv) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid other agreements, contracts and binding on commitments that in any way involve payments or receipts during the Company (orremaining term of such agreement, to the extent a Subsidiary contract or commitment in excess of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect$25,000.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date Schedule 2.9(a) lists all Contracts. For purposes of this Agreement or Section 3.18 Agreement, "Contracts" means all agreements, contracts and commitments of the Disclosure Schedule, neither the Company nor following types to which any of the Subsidiaries Companies is a party to or by which any of the Companies or any of their respective properties is bound by any as of the date hereof (other than real property leases, which are provided for in Section 2.8): (i) "material contract" joint venture, limited liability company and limited partnership agreements (including any related agreements such as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by shareholders agreements, operating agreements and the SEClike), (ii) non-competition agreement mortgages, indentures, loan or any credit agreements, security agreements and other agreement agreements and instruments relating to the borrowing of money or obligation which purports to limit extension of credit in any respect the manner case in which, excess of $250,000 of principal in any one calendar year (regardless of whether or the localities in which, all or not there is currently any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conductedamount outstanding thereunder), (iii) transactionagreements for the performance of investment advisory or investment management services (collectively, agreementthe "Account Contracts"), arrangement (iv) agreements for the performance of property management, facility management, leasing or understanding development services (collectively, the "Property Management Contracts"), (v) employment, consulting, severance, agency and other compensation agreements and arrangements, including without limitation any agreements or arrangements relating to special or other compensation or continued employment in connection with any affiliate the sale of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation SEquitable Agri-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreementBusiness, (vi) agreement which provides for, or relates to, agreements between any of the incurrence by Companies and the Company Seller or any Subsidiary Affiliate (other than another of indebtedness for borrowed money (including the Companies) of the Seller, excluding any interest rate such agreements listed under "Account Contracts" or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or "Property Management Contracts," and (vii) contract or other agreement agreements, contracts and commitments which would prohibit or materially delay the consummation of the Merger or are not cancelable by any of the transactions contemplated Companies without penalty on notice of 60 days or less and which require payment by this Agreement (all contracts any of the type described Companies after the date hereof of more than $250,000 in clauses (i) through (vii) being referred to herein as "Material Contracts")any one calendar year. Each Material The Companies are not in default under or otherwise in violation of any Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is all Contracts are in full force and effect, and except to the Company and each Subsidiary have performed all obligations required extent that any such defaults, violations or failures to be performed by them to date under each Material Contract, except where such noncomplianceso in full force and effect would not have, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except or except as set forth disclosed in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectSchedule 2.9(a).

Contracts. (a) Except as set forth Schedule 4.12 contains a complete list of each currently effective Contract to which the Company or the Company Subsidiary is a party and which constitutes (i) a Contract providing for any covenant not to compete by the Company or the Company Subsidiary or otherwise restricting in any way the Company’s or the Company Subsidiary’s engaging in any business or disclosing any confidential information in the SEC Reports filed prior possession of the Company or the Company Subsidiary; (ii) a Contract (other than a Client Agreement or a Customer Agreement) requiring the Company or the Company Subsidiary to indemnify or hold harmless any Person; (iii) a Contract with any Affiliate of the Company or the Company Subsidiary; (iv) a Contract granting a Lien upon any property or asset of the Company or the Company Subsidiary; (v) a Contract binding on the Company or the Company Subsidiary which is a joint venture, sales agency or marketing Contract; (vi) a Contract obligating the Company or the Company Subsidiary to pay to any Person any money as a result of the execution and delivery of this Agreement or the consummation of the Transaction; (vii) a Contract providing for the acquisition or disposition after the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any assets (iother than cash paid in satisfaction of trade payables) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such the Company Subsidiary; (viii) a Contract binding on the Company or the Company Subsidiary that would be required to be disclosed under Item 404 is not entered into in the ordinary course of Regulation S-K promulgated by business; (ix) a Contract providing for a power of attorney on behalf of the SEC, Company or the Company Subsidiary; (ivx) voting a material Contract binding on the Company or other agreement governing how any Shares shall be voted, the Company Subsidiary which is not terminable without penalty upon the provision of sixty (v60) acquisition, merger, asset purchase days’ or sale agreement, (vi) agreement which provides for, or relates to, the incurrence less notice by the Company or any the Company Subsidiary (excluding claims for improper notice of indebtedness for borrowed money termination); (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (viixi) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material a Contract is valid and binding on the Company or the Company Subsidiary relating to or evidencing the borrowing of money, or the guarantee of any obligation for the borrowing of money; (orxii) any Contract binding on the Company or the Company Subsidiary other than the foregoing, which would reasonably be considered material to the extent a Subsidiary Company or the Company Subsidiary; and (xiii) any Contract requiring Consent for the valid continuation or giving any rights to any party thereto upon consummation of the Company is a party, such Subsidiary) Transaction. True and is in full force and effect, and correct copies of all the Company and each Subsidiary have performed all obligations Contracts which are required to be performed by them listed on Schedule 4.12 have been made available to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the CompanyBuyer. Except as set forth in Section 3.18 so delivered, none of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default Contracts which are required to be listed on Schedule 4.12 have been amended or knows of, or has received notice of, any violation or default under modified (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually either orally or in the aggregate, would not have a Material Adverse Effectwriting).

Contracts. (ai) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 3.2(n)(i) of the Disclosure Schedule, neither Schedule lists the Company nor any of the Subsidiaries is a party following Contracts to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a partyparty (each a “Company Contract”) (1) Company Contracts relating to any Company Indebtedness in excess of $500,000 or a guarantee of any such obligation, such Subsidiarytogether with any hedge or swap agreements or similar arrangements; (2) and is in full force and effectCompany Contracts concerning completed (since January 1, 2020) or pending transfers of Mortgage Loans or mortgage servicing rights by the Company to another Person (other than any Company Contract for which the sole remaining obligations pertain to advances, servicing transfers, indemnification, and repurchase obligations); (3) any Company Contract that by its terms limits the Company and each Subsidiary have performed all obligations required to be performed payment of dividends or distributions by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 ; (4) any Company Contract that is a joint venture or partnership agreement; (5) any Company Contract that grants any right of first refusal or right of first offer or similar right to third parties or that limits or purports to limit the Disclosure Schedule, neither the Company nor any Subsidiary ability of the Company is in default any material respect to pledge, sell, transfer or knows ofotherwise dispose of any material amounts of assets or business; (6) any Company Contract providing for any material future payments that are conditioned, in whole or in part, on a change of control with respect to the Company; (7) material agency, broker, sale representative, marketing, referral, affinity, lead-generation or similar Company Contracts; (8) any Company Contract that contains noncompetition or exclusivity provisions or a “most favored nation” clause obligating the Company to change the material terms and conditions of such Contract based on better terms or conditions provided to other parties in similar contracts; (9) Company Contracts, other than this Agreement and any Ancillary Agreements, that commit Holdings or the Company to consummate (A) any merger or business combination concerning the Company, (B) the acquisition by the Company of all or substantially all of the capital stock or assets or any material branch offices of any other Person, or has received notice of(C) the disposition by the Company of all or substantially all of its assets to any other Person; (10) any written Company Contract with any (A) manager, any violation director, corporate officer, employee, shareholder, or default under Affiliate of the Company (nor, to the knowledge other than a loan officer of the Company, does there exist any condition which with the passage ) involving base salary or annual fees in excess of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or $150,000 per year (other than offer letters to employees made in the aggregateOrdinary Course of Business) or (B) loan officer of the Company involving payments or compensation in excess of $250,000 per year, would in each case, that is currently in effect or for which outstanding amounts are or are reasonably expected to become due and payable; (11); other Company Contracts involving aggregate annual expenditures or revenues of the Company in excess of $100,000; (12) Servicing Agreements and any other Contract with a Governmental Entity; and (13) Company Contracts related to the license of material Company Intellectual Property, excluding (a) non-exclusive licenses for off-the-shelf Software; (b) licenses for open source Software; (c) licenses for Software or other IP Rights embedded in any equipment, fixtures, components, or finished products; (d) non-exclusive implied licenses of IP Rights granted to the Company; (e) licenses granted to third parties in the Ordinary Course of Business; (f) licenses entered into with customers in the Ordinary Course of Business; and (g) non-exclusive licenses that are not have a Material Adverse Effectthe primary purpose of the applicable contract.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 3.13 of the Disclosure Schedule, neither Schedule sets forth all of the Contracts to which the Company nor any of the Subsidiaries is a party to or by which the Company is bound and categorizes such Contracts by any the types described below: (i) "material contract" (as such term is defined in Item 601(b)(10) Contracts relating to the employment of Regulation S-K promulgated by the SEC)any Person, or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement, retention, severance, change of control or other employee benefit plan or arrangement; (ii) non-competition agreement Contracts other than those described in clause (i) with any current or former member, manager, shareholder, officer, director or employee of the Company, the LT Predecessor, or any other agreement or obligation which purports to limit in any respect Affiliate of the manner in whichCompany, the LT Predecessor, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, such Person; (iii) transaction, agreement, arrangement or understanding Contracts with any affiliate employee of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, labor union or association representing any employee; (iv) voting or Contracts relating to capital expenditures other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, than Contracts not exceeding $5,000 individually or in the aggregate; (v) Contracts entered into within the last five years relating to the acquisition or disposition of any equity interests in or, would not have a Material Adverse Effect on except in the Company. Except as set forth in Section 3.18 ordinary course of business, assets of any Person; (vi) joint venture or partnership agreements; (vii) Contracts limiting the Disclosure Schedule, neither the Company nor any Subsidiary ability of the Company is to engage in default any line of business or knows of, to compete with any Person or has received notice of, to conduct business in any violation geographical area or default under to solicit any Person for employment; (nor, viii) Contracts relating to the knowledge confidentiality or limitation on use of any information; (ix) Contracts relating to any indebtedness of the Company (other than accounts payable to trade creditors in the ordinary and usual course of business consistent with past custom and practice), including credit facilities, promissory notes, security agreements, and other credit support arrangements; (x) Contracts relating to any loan (other than accounts receivable from trade debtors in the ordinary and usual course of business consistent with past custom and practice) or advance to (other than ordinary course travel allowances to the employees of the Company), does there exist or investments in, any condition which Person; (xi) Contracts relating to any guarantee or other contingent Liability in respect of any indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for collection in the ordinary and usual course of business consistent with the passage of time or the giving of notice or both would result in such a violation or default underpast custom and practice); (xii) all current customer Contracts; (xiii) any Material Contract, except any such default or violation that, individually license agreement relating in whole or in part to Intellectual Property (other than standard “off-the-shelf” or “shrink-wrap” license agreements); (xiv) any Contract which involves aggregate payments of $5,000 or more or which is not cancelable without penalty within 120 days, (xv) any Contracts not described above outside the aggregate, would not have a Material Adverse Effectordinary and usual course of business consistent with past custom and practice; and (xvi) all other Contracts. There are no outstanding powers of attorney executed on behalf of the Company.

Contracts. (a) Except Section 2.10(a) of the Seller Disclosure Schedule sets forth a list of each Contract to which Seller is a party or by which it is bound as set forth in the SEC Reports filed prior to of the date of this Agreement or Section 3.18 of (collectively, the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any “Seller Contracts”) and that are: (i) "material contract" (as such term is defined Contracts providing for severance, retention, change in Item 601(b)(10) of Regulation S-K promulgated by control or other similar payments relating to the SEC), Employees; (ii) non-competition agreement Contracts establishing any joint venture, partnership, strategic alliance, licensing arrangement, sharing of profits or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, collaboration; (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary Contracts that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides forlimit, or relates topurport to limit, the incurrence by the Company or any Subsidiary ability of indebtedness for borrowed money (including any interest rate or foreign currency swapSeller or, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay after the consummation of the Merger transactions contemplated hereby, Buyer, to compete in any line of business or with any Person or in any geographic area or during any period of time or that require Seller or, after the consummation of the transactions contemplated by this Agreement hereby, Buyer, to deal exclusively with a given Person in respect of a given matter; (all contracts iv) Contracts for the sale of any Purchased Assets or the grant of any preferential rights to purchase any Purchased Assets or requiring the consent of any party to the transfer thereof; (v) Contracts related to an acquisition or sale of assets or other acquisition, divestiture, merger or similar transaction, in each case, involving consideration in excess of $15,000 and entered into during the five (5) years prior to the date hereof and containing representations, covenants, indemnities or other obligations that are still in effect; (vi) Contracts relating to the incurrence, assumption or guarantee of any Liability or imposing a Lien on any of the type described Purchased Assets, including 16 indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in clauses (i) through connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (vii) Contracts (or group of related contracts and accounts such as being referred under common management) currently in existence or actively serviced resulting in estimated revenues or receipts to herein Seller in excess of $15,000 annually or $15,000 in the aggregate; (viii) Contracts (or group of related contracts and accounts such as "Material being under common management) currently in existence or invoices from repeat vendors actively serviced resulting in estimated payment obligations of more than $15,000 annually or $15,000 in the aggregate; (ix) royalty Contracts", licenses or any other Contracts relating to any Intellectual Property rights (excluding licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); (x) Contracts with material vendors; (xi) material Contracts with independent contractors or consultants (or similar arrangements) that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; and (xii) other Contracts in effect as of the date of this Agreement to which Seller is a party and that are material to the conduct of the Business, or the use or operation of the Purchased Assets or the Assumed Liabilities, as presently conducted. (b) Each Material Seller Contract is valid valid, binding and binding on the Company (orenforceable in accordance with its respective terms against Seller and each other party thereto, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effecteffect (and will continue in full force and effect after giving effect to the sale of the Purchased Assets without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder or the accelerating of any obligations thereunder and without notice to, the consent, approval or act of, or the making of any filing with, any Person), subject to the Bankruptcy and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material ContractEquity Exception, except where such noncomplianceto the extent that it has previously expired in accordance with its terms. Neither Seller nor any counterparty to any Seller Contract has violated any provision of, individually or in the aggregatecommitted or failed to perform any act which, with or without notice, lapse of time or both, would not have constitute a Material Adverse Effect on default under the Companyprovisions of, or provide any basis for termination of, any Seller Contract. Except as set forth in Section 3.18 2.10(b) of the Seller Disclosure Schedule, no party to any Seller Contract has given Seller notice, orally or in writing, of its intention to cancel, terminate, change the scope of rights under, decrease its services or supplies to Seller or its usage of the services or products of Seller under, or fail to renew any Seller Contract and neither the Company Seller nor any Subsidiary of the Company is other party to any Seller Contract has repudiated in default or knows of, or has received notice of, writing any violation or default under (nor, to the knowledge of the Company, provision thereof. Seller does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.not

Contracts. (a) Except as set forth in Schedule 4.14(a) lists the SEC Reports filed prior following contracts, agreements, or arrangements (whether written or oral) to the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither which the Company nor any or one of the its Subsidiaries is a party or which relate to or bound by any the Business: (i) "material contract" any agreement (as such term is defined in Item 601(b)(10or group of related agreements) for the lease of Regulation S-K promulgated by the SEC), real or personal property to or from any Person; (ii) non-competition any agreement (or any other agreement group of related agreements) for the purchase or obligation which purports to limit in any respect the manner in whichsale of raw materials, commodities, supplies, products, or other personal property, or for the localities furnishing or receipt of services, the performance of which will extend over a period of more than three (3) months, result in whicha loss, all or any material portion involve consideration in excess of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, $50,000; (iii) transactionany agreement binding on the Company, agreementany of its Subsidiaries, arrangement or understanding with any affiliate of their respective employees, officers or directors concerning confidentiality or nondisclosure; (iv) any agreement which prohibits or restricts the Company or any of its Subsidiaries from freely engaging in business (including the Business) anywhere in the world; (v) any collective bargaining agreement applicable to the Company or any of its Subsidiaries; (vi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation (whether in base salary, commission or bonus) in excess of $50,000 or providing severance benefits; (vii) any contract relating to Indebtedness, if any, of the Company or such Subsidiary that would be required any of its Subsidiaries; (viii) any guaranty or undertaking to be disclosed liable for the Indebtedness of others; (ix) any agreement under Item 404 which the consequences of Regulation S-K promulgated by a default or termination could result in a cost or Liability to the SEC, Company or its Subsidiaries in excess of $50,000; (ivx) voting or any other agreement governing how (or group of related agreements) the performance of which involves consideration in excess of $50,000 per annum for the Company or any Shares shall be voted, of its Subsidiaries; (vxi) acquisition, merger, asset purchase any agreement relating to ownership of or sale agreement, investments in any Person (viincluding investments in joint ventures and minority equity investments); (xii) agreement which provides for, or relates to, all agreements relating to the incurrence licensing of Intellectual Property by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate its Subsidiaries to a third party or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for by a third party to the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger Company or any of its Subsidiaries and all other agreements affecting the transactions contemplated by this Agreement Company’s or any of its Subsidiaries ability to use or disclose any Intellectual Property; (xiii) all contracts software maintenance and support contracts; and (xiv) all other agreements which are material to the Company or any of its Subsidiaries, or which are required for the continued operation of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or Business in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 Ordinary Course of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectBusiness.

Contracts. (a) Except as set forth disclosed in the SEC Reports filed prior to the date of this Agreement or Section 3.18 3.12 of the Disclosure Schedule, neither the Company nor any of the its Subsidiaries is a party to, subject to or otherwise bound by by: any (i) "material contract" (as such term is defined in Item 601(b)(10) Contract or series of Regulation S-K promulgated by related Contracts with the SEC), (ii) non-competition agreement same counterparty or any other agreement or obligation its affiliates which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence requires aggregate future expenditures by the Company or any Subsidiary of indebtedness its Subsidiaries in excess of $10,000; any Contract for borrowed money the purchase or sale of any commodity, product, material, supplies, equipment or other personal property with an aggregate annual value in excess of $10,000; any distributor, reseller, sales representative or similar Contract with aggregate annual payments from the Company or any of its Subsidiaries in excess of $10,000 under which the Company (including or applicable Subsidiary) does not have the right to terminate without penalty on less than 30 days' notice; any interest rate Contract containing covenants under which the Company or foreign currency swap, cap, collar, hedge any of its Subsidiaries is restricted in any material respect from carrying on any business or insurance agreementsother services or competing with any Person anywhere in the world, or options which would so restrict the Company or forwards on such agreementsany of its Subsidiaries or any of their respective successors in interest thereof after the Closing Date (other than Contracts solely between the Company and one or more of its Subsidiaries); any loan agreement, indenture, note, bond, debenture or any other document or Contract evidencing Indebtedness to or a Lien in favor of any Person in excess of $10,000 or any commitment to provide any of the foregoing, or any agreement of guaranty, indemnification or other similar agreements commitment with respect to the obligations or liabilities of any other Person in excess of $10,000; any Contract that provides for the purpose indemnification of managing any Person by the interest rate or foreign exchange risk associated Company, except for Contracts entered into in the ordinary course of business consistent with its financingpast practice pursuant to the Company's standard form agreement(s), as provided to Parent or Parent's counsel); any Contract for the disposition of the Company's or any of its Subsidiaries' business or material assets (vii) contract whether by merger, sale of stock, sale of assets or otherwise), in each case, other than in the ordinary course of business; any Contract for the acquisition of a business or capital stock of another party (whether by merger, sale of stock, sale of material assets or otherwise); any Contract concerning a partnership, joint venture, joint development or other agreement similar arrangement with one or more Persons; any hedging, futures, swap or other derivative Contract; any Contract creating any obligation with respect to the payment of any severance, retention, bonus or other similar payment to any Person, one condition to the payment or acceleration of which would prohibit is the Company entering into this Agreement or materially delay the consummation of any of the Merger transactions contemplated hereby, except as provided for in this Agreement; except for employment or consulting agreements or other such compensatory arrangements, any other agreement (or group of related Contracts with the same third party) to the extent not otherwise disclosed in the Disclosure Schedule, the performance of which involves consideration paid or payable by the Company in excess of $50,000 in any one-year period commencing January 1, 2011. Section 3.12(b) of the Disclosure Schedule provides the form(s) of the standard customer Contract(s) and lists all of the customer Contracts which deviate (other than with respect to prices, payment amounts, delivery schedules, publicity, renewal and termination) in any material respect from such standard form(s). Section 3.12(c) of the Disclosure Schedule sets forth the top 10 customers for each calendar quarter in the period beginning January 1, 2010 and ending June 30, 2011, determined on the basis of the revenue for such calendar quarter. Since July 1, 2011, there has not been any material adverse change in the business relationship of the Company with any customer (each, a "Key Customer") who accounted for more than $20,000 of revenue for any calendar quarter in the period beginning January 1, 2010 and ending June 30, 2011. Since July 1, 2011, no Key Customer has cancelled or otherwise modified its relationship with the Company and, to the Knowledge of the Company, (a) no such Person has any intention to do so and (b) the consummation of the transactions contemplated by this Agreement (all contracts will not adversely affect any of such relationships. Section 3.12(d) of the type described in clauses (i) through (vii) being referred Disclosure Schedule sets forth any requirement to herein as give "Material Contracts")most favored nation" pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any service features to any customers or potential customer or class of customers. Each Material Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 3.12, each of the Real Property Leases and each other Contract to which the Company or any of its Subsidiaries is a party or otherwise bound relating to any Intellectual Property that is material to the business of the Company or any of its Subsidiaries is a valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) agreement and is in full force and effecteffect in accordance with its terms, subject to the Enforceability Exceptions, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of its Subsidiaries, nor, to the Company Company's Knowledge, any other party thereto is in default or knows ofbreach in any material respect under the terms of any of the foregoing Contracts (a "default" being defined for purposes hereof as an actual default or event of default or the existence of any fact or circumstance which would, upon receipt of notice or passage of time, constitute a default or right of termination), nor will the consummation of the transactions contemplated by this Agreement give rise to any such default. No party to any of the foregoing Contracts has received notice of, exercised any violation or default under (nor, termination rights with respect thereto by written notification to the knowledge of the Company, does there exist and no party has given notice of any condition which dispute with respect to any of the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectforegoing Contracts.

Contracts. (a) Section 3.9 of its Party Disclosure Schedule lists all Material Contracts of such Party as of the date hereof. Except as set forth in the SEC Reports filed prior to the date Section 3.9 of this Agreement or Section 3.18 of the its Party Disclosure Schedule, neither as of the Company nor date hereof, none of such Party or any of its Subsidiaries is bound by (i) any Contract which contains restrictions with respect to payment of dividends or any other distribution in respect of its capital stock or membership interests, (ii) any Contract relating to capital expenditures in excess of $1,000,000, in the case of the Company, or $4,000,000, in the case of Parent (in each case, either individually or in the aggregate), (iii) any Contract relating to indebtedness, liability for borrowed money or the deferred purchase price of property (excluding trade payables in the ordinary course of business), (iv) other than loans to Customers in the ordinary course of business or trade credit extended in the ordinary course of business, any loan or advance by such Party or its Subsidiaries to, or investment by such Party or any of its Subsidiaries in, any other Person, any agreement, contract or commitment relating to the making of any such loan, advance or investment or any agreement, contract or commitment involving a sharing of profits in excess of $1,000,000, in the case of the Company, and $4,000,000, in the case of Parent, (v) any guarantee in respect of any Indebtedness of any Person (other than in the ordinary course of business and other than any guarantees of Indebtedness of such Party or any of its Subsidiaries), (vi) any management, service, consulting or any other similar type Contract requiring payment of fees in excess of $1,000,000 per year, in the case of the Company, or $4,000,000 per year, in the case of Parent, (vii) any Contract directly or explicitly limiting in any material respect the ability of such Party or any of its Subsidiaries to engage in any line of business or to compete with any Person, (viii) any warranty, guaranty or the similar undertaking with respect to contractual performance extended by such Party or any of its Subsidiaries other than in the ordinary course of business, (ix) any Contract which, or the termination of which, would have a Material Adverse Effect on such Party, (x) any Contract involving a potential annual commitment or payment by such Party or any of its Subsidiaries in excess of $1,000,000 in the aggregate, in the case of the Company, or $4,000,000 in the aggregate, in the case of Parent, that cannot be terminated by such Party or any of its Subsidiaries which is a party to such Contract without liability exceeding $300,000, in the case of the Company, or $1,200,000, in the case of Parent, upon less than one year's notice, (xi) any collective bargaining agreement with any labor union or other representative of employees, (xii) any Contract that governs any joint venture, partnership or other cooperative arrangement or any other relationship involving a sharing of profits, (xiii) any Contract that would result in the merger of such Party or any of its Subsidiaries with or into or consolidation of such Party or any of its Subsidiaries with another Person (other than mergers of wholly-owned Subsidiaries), (xiv) any Contract with any Authority or other public entity other than in the ordinary course of business, (xv) [RESERVED], (xvi) any other material Contract which was entered into other than in the ordinary course of business or (xvii) any material amendment, modification or supplement in respect of any of the foregoing. Each Material Contract to which such Party or any of its Subsidiaries is a party to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in there exists no material default or knows of, event of default thereunder by such Party or has received notice of, any violation or default under (norof its Subsidiaries or, to such Party's knowledge, by any other party thereto. With respect to acts, omissions or circumstances relating to such Party or its Subsidiaries, no other Person has the knowledge of the Companyright to terminate, does modify or accelerate any right or provision under any such Material Contract and there exist any exists no event, occurrence, condition which or act which, with the passage of time or the giving of notice notice, the lapse of time, the happening of any further event or both condition or any combination thereof would result in become a material default or event of default by such Party or any of its Subsidiaries, or give any such other Person the right to terminate, modify or accelerate any right or provision, thereunder. Such Party has no knowledge of any act, omission or circumstance relating to any other Person party to any such Material Contract that would provide such Party or its Subsidiaries with the right to terminate, modify or accelerate any right or provision under any such Material Contract or would constitute an event, occurrence, condition or act which, with the giving of notice, the lapse of time, the happening of any further event or condition or any combination thereof would become a violation material default or event of default under) by such other Person under any such Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of for this Agreement or Section 3.18 of the Disclosure ScheduleAgreement, neither the Company nor any of the its Subsidiaries is a party to or bound by any Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or understanding (whether written or oral) (i) "which is a “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC), ) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Documents; (ii) non-competition agreement which constitutes a Contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iii) which contains any provision that would restrict or affect the conduct of business of any Affiliate of the Company (or any other agreement Affiliate of any such Affiliate of the Company); (iv) that (A) contains most favored customer pricing provisions or obligation (B) grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any person, in each case under this clause (B) in a manner which purports is material to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the its Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, ; (v) acquisitionwhich was entered into after January 1, merger2007 or not yet consummated for the acquisition or disposition, asset purchase directly or sale agreementindirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration in excess of $250,000 (other than acquisitions or dispositions of assets in the ordinary course of business); (vi) agreement which provides for, or relates to, the incurrence by its terms calls for aggregate payments by the Company or its Subsidiaries of more than $250,000 over the remaining term; (vi) which the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swapits Subsidiaries has continuing indemnification, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, “earn-out” or other similar agreements for the purpose contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of managing the interest rate or foreign exchange risk associated with its financing), $250,000; or (vii) contract which grants any rights to, or other agreement which would prohibit otherwise pertains to, any material Company Intellectual Property. Each Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts understanding of the type described in clauses (i) through (vii) being of this Section 4.12, whether or not set forth in the Company Disclosure Letter or in the Company SEC Documents, is referred to herein as "Material Contracts"a “Company Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC, is a Company Contract). Each Material Contract is valid A true and binding on the Company (or, to the extent a Subsidiary complete list of the Company Contracts is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary 4.12(a) of the Company is in default Disclosure Letter, except for Company Contracts filed or knows of, or has received notice of, any violation or default under (nor, incorporated by reference as exhibits to the knowledge of Company’s Form 10-K for the Companyfiscal year ended June 30, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect2007.

Contracts. (a) Except Set forth on Schedule 3.10(a) is a complete list of each of the following Contracts by which any of the Seller’s Assets are bound or affected or by which Seller is bound in connection with the business or operation of the Parks as set forth in the SEC Reports filed prior to of the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any Agreement: (i) "material contract" (as such term is defined in Item 601(b)(10) all Contracts relating to the employment or engagement of Regulation S-K promulgated by the SEC)any individual, all severance agreements, and all bonus, deferred compensation, change of control, pension, profit sharing, stock option, employee stock purchase, phantom stock, retirement and other employee benefit plans and agreements; (ii) non-competition agreement or all loans to, advances to, and investments in, any other agreement Person, and all Contracts relating to the making of any such loan, advance or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, investment; (iii) transaction, agreement, arrangement or understanding with any affiliate all Contracts for the guarantee of the Company obligations of Seller’s clients, suppliers, partners, employees, Affiliates or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting others or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money money; (including iv) all management services, consulting, independent contractor, and any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for type Contracts; (v) all leases of personal property; (vi) all Contracts limiting or prohibiting the purpose right of managing the interest rate Seller to engage in any line of business or foreign exchange risk associated to compete with its financing), or any other Person; (vii) contract all Contracts that constitute a joint venture or partnership agreement or a limited liability company operating agreement; (viii) all Contracts for Indebtedness; (ix) all Contracts containing a most favored nation provision in favor of any Person other agreement than Seller; (x) all Contracts containing the settlement, release, compromise or waiver of any rights, claims or Liabilities; (xi) all Contracts with any Affiliate or Related Person of a Seller; (xii) all Contracts containing a nonsolicitation or similar provision in favor of any Person other than Seller; (xiii) all Contracts for the purchase, licensing or development of software; (xiv) all Contracts for Licensed Intellectual Property (other than mass market software licensed to Seller that is commercially available and subject to “shrinkwrap” or click through” license arrangements); (xv) all Contracts not entered into in the Ordinary Course of Business; (xvi) all Contracts which would prohibit involve the expenditure by Seller of more than $100,000 in aggregate annual payments in any calendar year; (xvii) all Contracts which might reasonably be expected to have a potential adverse impact on operations of Seller; (xviii) all Contracts binding Seller to an exclusive arrangement; (xix) all Contracts that require Seller to purchase or materially delay the consummation sell a stated portion of the Merger requirements or outputs of the business or operations of the Parks or that contain “take or pay” provisions; (xx) all Contracts that relate to the acquisition or disposition of any business, any stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (xxi) all Contracts for the sale of any of the transactions contemplated Seller’s Assets (other than the sale of products sold by this Agreement (all contracts Seller in the Ordinary Course of Business) or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the type described Seller’s Assets (other than the sale of products sold by Seller in clauses the Ordinary Course of Business); (ixxii) through all customer Contracts that involve consideration in excess of $25,000 and which, in each case, cannot be cancelled without penalty or without more than 90 days' notice; (viixxiii) being referred all supplier and vendor Contracts that involve consideration in excess of $25,000 and which, in each case, cannot be cancelled without penalty or without more than 90 days' notice; (xxiv) all distribution Contracts; (xxv) all Contracts pursuant to herein as "Material Contracts"). Each Material Contract is valid which Seller grants a power of attorney to any Person; (xxvi) all collective bargaining agreements or Contracts with any labor union; (xxvii) all Contracts with any Governmental Body; and binding on the Company (or, xxviii) all other Contracts that are material to the extent a Subsidiary Seller’s Assets or the operation or business of the Company is a party, such Subsidiary) Parks and is in full force and effect, and the Company and each Subsidiary have performed all obligations required not previously disclosed pursuant to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in this Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect3.10(a).

Contracts. (a) Except Schedule 3.13 constitutes an accurate and complete list of each note, bond, mortgage, contract, license, commitment, indenture, agreement or other arrangement in effect as set forth in the SEC Reports filed prior to of the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither to which the Company nor any of the Subsidiaries is a party to or bound by any party: (i) "material contract" (as such term is defined with a dealer, broker, sales agency, advertising agency or other Person engaged in Item 601(b)(10) of Regulation S-K promulgated by the SEC), sales or promotional activities; (ii) non-competition agreement which requires aggregate payments by or any other agreement to the Company or obligation involves an unperformed commitment or services having a value in excess of $50,000; (iii) pursuant to which purports to limit in any respect the manner in whichCompany has made or will make loans or advances, or has or will incur debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any undertaking of another; (iv) which are indentures, credit agreements, loan agreements, notes, mortgages, security agreements, leases of real property or personal property and agreements for financing; (v) involving a partnership, or joint venture or other cooperative undertaking which is not terminable by the localities in which, all Company on less than thirty (30) days' notice without penalty or the requirement to pay any material portion fees or money; (vi) involving restrictions imposed upon the Company or its employees or business with respect to the geographical area of the operations or scope or type of business of the Company and the Subsidiaries, taken as a whole, may be conducted, Company; (iiivii) transaction, agreement, arrangement which are powers of attorney or understanding agency agreements or written arrangements with any affiliate Person, in any case, pursuant to which such Person is granted the authority to act for or on behalf of the Company or such Subsidiary any Founder; (viii) with respect to which the requirements for performance extend beyond one (1) year from the date of this Agreement; (ix) which give warranties with respect to the products or services of the Company that would differ in any material respect from the warranties set forth in any agreement contained on Schedule 3.13; (x) which relates to the employment of any Person; (xi) which are consulting and professional advisor agreements; (xii) which cannot be required terminated without penalty or payment on ninety (90) days' (or less) notice; (xiii) with any of its Affiliates; (xiv) with any Government; and (xv) which relates to the Company's business not made in the ordinary course of business which are to be disclosed under Item 404 performed at or after the date of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of together, the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.------------------

Contracts. (a) Except as set Set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 Sections 2.13, 2.14, 2.15 and 2.16 of the Company Disclosure Schedule, neither Letter are the following contracts to which the Company nor or any of the Subsidiaries its subsidiaries is a party or by which any of them is bound (collectively, together with all contracts referred to or bound by any in Sections 2.16, 2.20(c), 2.25 and 2.28, the ("Company Material Contracts") (i) "material contract" (as such term is defined in Item 601(b)(10) contracts between any current officer, director or stockholder of Regulation S-K promulgated by the SEC)Company or any Affiliate thereof on the one hand, and the Company or any subsidiary thereof on the other hand; (ii) non-competition agreement or contracts under which any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business employee of the Company or any of its subsidiaries is entitled to receive annual payments (including salary and bonuses) in excess of $100,000; (iii) contracts that restrict the SubsidiariesCompany or any of its subsidiaries from competing in any line of business or with any person in any geographical area; (iv) contracts entitling any person to change in control or other severance payments; (v) indentures, credit agreements, security agreements, mortgages, guarantees, promissory notes and other contracts relating to the borrowing of money, other than any such document or agreement between the Company and a subsidiary of the Company or among subsidiaries of the Company; (vi) contracts involving the sale or purchase of goods or service in excess of $500,000 in any year or $5,000,000 over the life of such Company Material Contract; (vii) joint venture, partnership and similar agreements; (viii) contracts with respect to capital expenditures or commitments for such expenditures in excess of $500,000; (ix) contracts providing for payments in excess of $500,000 from the United States Government or any prime contractor of the United States Government over the life of such Company Material Contract; and (x) all other agreements, contracts or instruments entered into outside of the ordinary course of business or which are material to the Company and its subsidiaries taken as a whole. The Company has delivered or made available to Purchaser true and correct copies of all such Company Material Contracts. All such Company Material Contracts are the legal, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate valid and binding obligations of the Company and/or its subsidiaries enforceable against the Company or such Subsidiary that would be required subsidiary, and, to be disclosed under Item 404 the knowledge of Regulation S-K promulgated by the SECCompany, (iv) voting or against the other agreement governing how any Shares shall be votedparties to the Company Material Contracts, (v) acquisitionin accordance with their respective terms, mergersubject, asset purchase or sale agreementin each case, (vi) agreement which provides for, or relates to, to the incurrence by Enforceability Exceptions. Neither the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (subsidiaries nor, to the knowledge of the Company, does any other party thereto, is in material violation of or in material default in respect of, nor has there exist any condition which occurred an event or condition, that with the passage of time or the giving of notice (or both both), would result in constitute a material default under or permit the termination of, any such a violation or default under) any Company Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. Section 3.13 of the Disclosure Schedule lists or describes the following contracts, agreements, licenses, permits, arrangements, commitments or understandings (whether written or oral) which are currently in effect or which will, without any further action on the part of Transom become effective in the future, to which Transom is a party (collectively, the "Transom Contracts"): (a) Except as set forth any agreement for the lease of personal property or real property to or from any person or entity that individually involves an expenditure by the lessee of in excess of $10,000 in any one year; (b) any agreement for the SEC Reports filed prior to purchase, sale or distribution of products, materials, commodities, supplies or other personal property, or for the date furnishing or receipt of this Agreement services, the performance of which will extend over a period of more than one year or Section 3.18 involve consideration payable by any party in excess of the Disclosure Schedule$10,000 in any one year; (c) any agreement creating, neither the Company nor governing or providing for an investment or participation in a partnership, limited liability company or joint venture; (d) any agreement under which Transom has created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, or under which Transom has imposed a Lien on any of its assets; (e) any agreement concerning confidentiality or noncompetition; (f) any agreement with any director, officer, employee or stockholder of Transom or any of their affiliates; (g) any pension, profit sharing, thrift or 401(k), bonus, incentive, deferred compensation, stock purchase, stock option, severance, salary continuation or other plan or arrangement for the Subsidiaries is benefit of current or former directors, officers or employees; 10 14 (h) any agreement for the employment of any individual on a party to full-time, part-time, consulting or bound by any other basis; (i) "material contract" any agreement relating to any Intellectual Property (as such that term is defined in Item 601(b)(10Section 3.18) used by Transom in the conduct of Regulation S-K promulgated its business, or that is licensed by Transom for use by others; (j) any agreement under which the SEC)consequences of a default, (ii) termination, non-competition agreement renewal or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not acceleration could have a Material Adverse Effect on Transom; or (k) any other agreement the Companyperformance of which involves consideration payable by any party in excess of $10,000 in any one year. Transom has made available to EAI a correct and complete copy of each Transom Contract. Except as set forth in Section 3.18 3.13 of the Disclosure Schedule, neither (i) each Transom Contract is legal, valid, binding, enforceable in accordance with its terms and in full force and effect, except as such enforceability is limited by bankruptcy, insolvency, reorganization or similar laws and general principles of equity, (ii) the Company nor any Subsidiary consummation of the Company Merger will not cause a breach or termination of any Transom Contract nor effect a change in any of the terms of any Transom Contract, (iii) Transom is not, and, to Transom's knowledge, no other party is, in breach or default of any Transom Contract and no event has occurred which with notice or knows oflapse of time, or has received notice ofboth, any violation would constitute a breach or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both that would result in such a violation or default under) permit termination, modification or acceleration under any Material Transom Contract, except and (iv) Transom has not, and, to Transom's knowledge, no other party has, repudiated any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectprovision of any Transom Contract. 3.14.

Contracts. (a) Except Set forth on Schedule 3.12(a) is a list of all Contracts as set forth of the date hereof, (except Real Property Leases, which are listed on Schedule 3.10), (whether oral (summaries only) or written) to which the Company or any of the Retained Subsidiaries is a party and that relate to (i) the sale, lease or other disposition by the Company or any of the Retained Subsidiaries of all or any substantial part of its business or assets or the purchase by the Company or any of the Retained Subsidiaries of a substantial amount of assets with a purchase price in excess of $50,000 (in each event other than in the SEC Reports filed prior to ordinary course of business), (ii) the employment of any person other than personnel employed at the pleasure of the Company or any of the Retained Subsidiaries; (iii) collective bargaining with, or any representation of any employees by, any labor union or association; (iv) the acquisition of services, supplies, equipment or other personal property in each case in which payments are due after the date of this Agreement involving more than $50,000 and that is not terminable by the Company or Section 3.18 the Retained Subsidiaries upon not more than thirty (30) days' notice without obligation on the part of the Disclosure Schedule, neither the Company nor or any of the Subsidiaries Retained Subsidiaries; (v) noncompetition or nondisclosure (other than, with respect to nondisclosure, Contracts that are not primarily intended to facilitate the exchange of confidential information but also include confidentiality or nondisclosure provisions); (vi) the purchase or sale of real property or any interest therein; (vii) distribution, agency or construction; (viii) (A) lease of personal property as lessor or sublessor or (B) lease of personal property as lessee or sublessee in each case in which payments are due after the date of this Agreement involving more than $50,000 and that is a party to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated not terminable by the SEC), Company or the Retained Subsidiaries upon not more than thirty (ii30) non-competition agreement days' notice without obligation on the part of the Company or any of the Retained Subsidiaries; (ix) lending or advancing of funds other agreement or obligation which purports than the extension of credit to limit trade purchasers in any respect the manner in which, or ordinary course of the localities in which, all Company's or any material portion of the Retained Subsidiaries' business consistent with past business practice; (x) borrowing of funds or receipt of credit other than by the Company or any of the Retained Subsidiaries in the ordinary course of business consistent with past business practice and except for trade payables in amounts and on terms consistent with past business practice; (xi) incurring of any obligation or liability except for transactions engaged in by the Company or any of the Retained Subsidiaries in the ordinary course of business consistent with past business practice; (xii) the sale of personal property (other than sales of inventory in the ordinary course of business consistent with past business practice) or services in each case in which payments are due after the date of this Agreement that exceed $50,000 and (xiii) any matter or transaction not in the ordinary course of the business of the Company and of the SubsidiariesRetained Subsidiaries and, taken as in each case, imposes a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of material obligation on the Company or such Subsidiary that would be required provides a material benefit to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 The Company and the Retained Subsidiaries have delivered to Purchaser copies of all of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectwritten Contracts listed on Schedule 3.12(a).

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 5.10 of the Seller Disclosure Schedule, neither the Company nor any Schedule contains a complete list of the Subsidiaries all Contracts to which Seller is a party to or bound by any (i) "material contract" (as such term which it is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC)bound, (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would are material to the Product Line or the Assets, including all such items that may involve (i) obligations (contingent or otherwise) of, or payments to, Seller on or after the date hereof relating to the Assets in excess of $25,000, where all Contracts involving the same person or entity shall be aggregated for the purpose of meeting the preceding individual minimum dollar amount; (ii) the transfer, license, covenant not to xxx, use, development, or sharing of any Asset, including Seller’s right in the Seller Intellectual Property, to or from Seller; (iii) the grant of rights to manufacture, produce, assemble, license, distribute, franchise, market or sell the Assets to any other person or entity; (iv) the restricting of or otherwise affecting Seller’s exclusive right to develop, manufacture, assemble, distribute, market, sell or otherwise exploit the Assets (whether by territorial restriction or otherwise) or that prohibit Seller from freely engaging in any business or competing anywhere in the world with regard to the Assets or the Product Line; (v) the indemnification by Seller with respect to infringements of the Seller Intellectual Property other than in the ordinary course of business, pursuant to forms of agreement made available to Buyer; (vi) the creation of an Encumbrance on the Assets; (vii) terms with respect to the Assets or the Product Line that were entered into outside the ordinary course of business or inconsistent with Seller’s past practices; (viii) Contracts relating to the Assets which have a Material Adverse Effectterm of more than sixty (60) days and which may not be terminated by Seller (without penalty) within sixty (60) days after the delivery of a termination notice by Seller; (ix) creating or resulting in any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities with respect to the Assets or the Product Line; (x) any settlement, standstill or other agreements entered into in connection with any litigation, arbitration, mediation or other proceedings, in each case relating to any of the Assets or the Product Line; (xi) Contracts with suppliers of any material components incorporated into the Product Line; and (xii) Contracts with Employees.

Contracts. (a) Except as set forth disclosed in the Company SEC Reports Documents filed with the SEC since December 31, 2010 and prior to the date of this Agreement or Section 3.18 Date, none of the Disclosure Schedule, neither the Company nor any of the or its Subsidiaries is a party to to, is bound or bound by affected by, or receives any benefits under, any Contract: (i) "(A) under which aggregate payments by or to the Company in excess of $1,000,000 were invoiced during the one-year period ending on the Agreement Date or (B) requiring on its face non-contingent payments over the life of the Contract by or to the Company in excess of $2,000,000; (ii) (A) materially limiting the freedom of the Company to engage in any line of business, to compete with any entity in any line of business, or to conduct business in any geography, (B) granting any exclusive rights, including, but not limited to, exclusive rights to Owned Company IP, or (C) containing most favored customer pricing provisions or granting any right of first refusal to any other Person; (iii) that after the Effective Time would have the effect of materially limiting in any material respect the freedom of Parent or any of its Subsidiaries (other than the Company or Merger Sub, as applicable, and their respective Subsidiaries, as applicable) to engage in any line of business, to compete with any entity in any line of business, or to conduct business in any geography; (iv) providing for any joint venture, partnership or similar arrangement; (v) involving any exchange-traded or over-the-counter swap, forward, future, option, cap, floor or collar financial contract" , or any other interest-rate or foreign currency protection contract; (vi) relating to the borrowing of money, the guarantee of any such obligation (other than trade payables and instruments relating to transactions entered into in the ordinary course of business), or the sale, securitization or servicing of loans or loan portfolios; (vii) with any directors, officers or shareholders that cannot be cancelled by the Company within thirty (30) days’ notice without liability, penalty or premium; (viii) providing for the license of the Licensed Company IP (except for (A) standard licenses purchased by the Company for generally available commercial software, and (B) Contracts in which either the aggregate amounts invoiced by or to the Company were not in excess of $500,000 during the one-year period ending on the Agreement Date or the aggregate non-contingent payments required on the face of such Contract over the life of such Contract by or to the Company are not in excess of $2,000,000); (ix) granting any Company Intellectual Property Rights to a third party (except for (A) non-exclusive, object code licenses granted by the Company or its Subsidiaries in the ordinary course of business, and (B) Contracts in which either the aggregate amounts invoiced by or to the Company were not in excess of $500,000 during the one-year period ending on the Agreement Date or the aggregate non-contingent payments required on the face of such Contract over the life of such Contract by or to the Company are not in excess of $2,000,000); (x) to license any third party to manufacture any Company Products; (xi) providing for the sale or disposition of an asset through licensing or otherwise, including the sale of Company Products, involving consideration in excess of $500,000 (other than in the ordinary course of business consistent with prior practice); or (xii) otherwise required to be filed as such term is defined in Item 601(b)(10) an exhibit to an Annual Report on Form 10-K, as provided by Rule 601 of Regulation S-K promulgated by under the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) Exchange Act. Each contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being this Section 4.15, whether or not set forth in the Company Disclosure Letter, is referred to herein as "a “Material Contracts"). Each Material Contract is valid Contract.” The Company has heretofore made available to Parent a complete and binding on the Company (or, to the extent a Subsidiary correct copy of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually including any amendments or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectmodifications thereto.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date The Company Disclosure Schedule contains a complete list of this Agreement all currently effective written or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any oral (i) "material contract" employment contracts, arrangements or policies of either of the Companies which may not be immediately terminated without penalty (as such term is defined in Item 601(b)(10) or any augmentation or acceleration of Regulation S-K promulgated by the SECbenefits), ; (ii) non-competition agreement leases, sales contracts and other agreements with respect to any property, real or any personal, of either of the Companies, except for leases of personal property involving, on an annual basis, less than $15,000 individually or $50,000 in the aggregate; (iii) contracts or commitments for capital expenditures or acquisitions in excess of $15,000 on an annual basis for one project or set of related projects; (iv) agreements, contracts, indentures or other agreement or obligation which purports instruments relating to limit in any respect the manner in whichborrowing of money, or the localities in which, all guarantee of any obligation (third party or otherwise) for the borrowing of money (excluding routine checking account overdraft agreements); (v) contracts or agreements providing for any material portion covenant not to compete by either of the Companies or otherwise restricting in any way the Companies' engaging in any business activity (including a description of the Company and businesses to which the Subsidiariescovenant not to compete applies); (vi) contracts or agreements relating to consultancies, taken as a wholeprofessional retentions, may agency, sales or distributorship arrangements pertaining to either of the Companies or their products or activities involving in excess of $15,000 on an annual basis; (vii) contracts, agreements or commitments requiring either of the Companies to indemnify or hold harmless any Person; (viii) all contracts with any customer or supplier that cannot be conductedterminated without penalty in excess of $15,000 by either of the Companies within one year; (ix) any written agreement, (iii) transaction, agreementcontract, arrangement or understanding with any affiliate Affiliate, licensee or Shareholder; (x) any license or agreement granting or restricting the right of either of the Company or such Subsidiary that would be required Companies to be disclosed under Item 404 of Regulation S-K promulgated by the SECuse a trade name, (iv) voting trademark, logo, patent, software or other agreement governing how any Shares shall Intellectual Property; and (xi) contracts, agreements, arrangements or commitments, other than the foregoing, which could reasonably be votedconsidered material to the Companies' business (all contracts, (v) acquisitionagreements, mergerarrangements or commitments to which the Companies are a party, asset purchase whether or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by not listed on the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swapDisclosure Schedule, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being hereinafter referred to herein as "Material Contracts"). Each Material Contract is valid True and binding correct copies of all the Contracts listed on the Company (orDisclosure Schedule have been furnished or made available to Acquirer. Each Contract is a legal valid, to the extent a Subsidiary binding and enforceable obligation of the Company is a party, such Subsidiary) and is Companies in full force and effecteffect and the Companies have duly performed their respective obligations thereunder to the extent such obligations have accrued, and the Company and each Subsidiary have performed all obligations required to be performed no breach or default thereunder by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 either of the Disclosure Schedule, neither Companies or any other party thereto has occurred that could impair the Company nor any Subsidiary ability of the Company is in default or knows of, or has received notice of, Companies to enforce any violation rights thereunder. There are no material liabilities of the Companies arising directly from any breach of or default under (nor, to the knowledge in any provision of any of the CompanyContracts, does nor has there exist occurred any condition breach or default thereof by the Companies which with would permit the passage acceleration of time any obligation of any party thereto or the giving creation of notice or both would result in such a violation or default underLien upon any asset(s) any Material Contract, except any such default or violation that, individually or in of either of the aggregate, would not have a Material Adverse EffectCompanies.

Contracts. (a) Except as The Company Disclosure Letter and the Company's Annual Report on Form 10-K for the year ended December 31, 2001 and the exhibits contained or incorporated by reference therein together set forth in a complete and accurate list of all material agreements to which the SEC Reports filed prior to Company is a party, as of the date of this Agreement or Section 3.18 of and the Disclosure ScheduleClosing Date, neither the Company nor any of the Subsidiaries is a party to or bound by any including: (i) "material contract" (as such term is defined in Item 601(b)(10) any contract covering compensation and employment or service of Regulation S-K promulgated by any officer, employee or consultant or relating to any loan from the SEC)Company to an officer, director or Affiliate; (ii) any indenture, mortgage, loan, credit or similar contract under which the Company has borrowed any money or issued any note, bond, indenture or other evidence of indebtedness for borrowed money, sold and leased back assets or guaranteed indebtedness for others (including hedge, swap, exchange or similar contracts entered into in the ordinary course of business), whether or not reflected in the Company SEC Documents; (iii) any guarantee by the Company of any obligation of another or any Hedge; (iv) any agreement under which it has granted any individual or entity any registration rights (including demand and piggyback registration rights); (v) any agreement between the Company and its stockholders or among its stockholders (of which the Company has Knowledge) concerning corporate governance or related matters; (vi) any agreement respecting any partnership, joint venture or right of first refusal; (vii) any agreement requiring capital expenditures, other than those on the capital expenditure budget for 2002 in the form included in the Company Disclosure Letter (the "2002 CAPITAL EXPENDITURE BUDGET") in excess of $100,000; (viii) any contract (A) by which the Company or the Company Subsidiary is obligated to make future payments in excess of $50,000 or sell assets with a book value in excess of $50,000 in the aggregate, and (B) which is not entered into in the ordinary course of the conduct of its business consistent with past practices; (ix) any non-competition agreement agreements or any other agreement agreements or obligation obligations which purports purport to limit in any material respect the manner in which, or the localities in which, all or any material substantial portion of the business of the Company and the Subsidiaries, taken as a whole, may be is conducted, ; (iiix) transaction, agreement, arrangement or understanding any contract not terminable at will without penalty with any affiliate stockholder of the Company or such Subsidiary that would be required to be disclosed under Item 404 any affiliate of Regulation S-K promulgated by any stockholder of the SECCompany; (xi) any plan, (iv) voting contract or other agreement governing how any Shares shall be votedarrangement providing for bonuses, (v) acquisitionpensions, mergerdeferred compensation, asset purchase or sale agreementretirement plan payments, (vi) agreement which provides forprofit sharing, or relates to, the incurrence by the Company incentive pay or any Subsidiary of indebtedness for borrowed money other employee right or benefit (including any interest rate or foreign currency swap, cap, collar, hedge or insurance the agreements, or options or forwards on such agreementscontracts and obligations specified above, or other similar agreements for collectively the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material COMPANY Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. (ai) Except as set Schedule 4.1(o) of the Company Disclosure Schedule sets forth under separate headings, and the Company has made available to the Parent true, correct and complete copies of: (A) each Company Contract that is not cancelable without penalty by the Company, any of its Subsidiaries or any Fund party thereto upon 90 days or less notice or that involves the receipt or payment by the Company, such Subsidiary or such Fund in the SEC Reports filed prior fiscal year (or is reasonably likely to involve the date receipt of this Agreement payment by the Company, such Subsidiary or Section 3.18 such Fund in the current fiscal year) of an amount in excess of $100,000, (B) each Company Contract with any one or more of the Disclosure Scheduledirectors or executive officers or members of their Immediate Families or entities in which any of them has greater than a 5% equity interest, neither (C) each Company Contract that is required to be described in the Regulatory Reports publicly disclosed and filed with the SEC or to be filed as an exhibit thereto (which Company nor Contract is described in the Regulatory Reports publicly disclosed and filed with the SEC or filed as an exhibit thereto), (D) each Advisory Agreement, (E) each Company Contract with respect to or involving employment, severance, product design or development, personal services, consulting, non-competition or indemnification (including, without limitation, any Company Contract involving employees of the Company, any of its Subsidiaries or any of the Subsidiaries Funds); (F) each Company Contract with respect to or involving licensing, merchandising or distribution; (G) each Company Contract granting a right of first refusal or first negotiation; (H) each Company Contract that is a party to shareholders, partnership, joint venture or bound by similar agreement; (I) each Company Contract for the acquisition, sale or lease of material properties or assets of the Company, any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement its Subsidiaries or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, Fund (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale of assets or stock or otherwise) entered into since its inception; (J) each Company Contract with any Governmental Authority; (K) each loan or credit agreement, (vi) agreement which provides formortgage, indenture, instrument or relates to, the incurrence by the other Company or any Subsidiary of Contract evidencing indebtedness for borrowed money by the Company, any of its Subsidiaries or Funds or any such Company Contract pursuant to which indebtedness for borrowed money may be incurred; (including any interest rate L) each Company Contract that purports to limit, curtail or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for restrict the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation ability of the Merger Company, any of its Subsidiaries or any of the Funds to compete in any geographic area, line of business or otherwise or with any Person, or to obtain products or services from or engage in business transactions contemplated by this Agreement with, any other Person; (all contracts M) each Company Contract with or with respect to Mutual Risk Management Ltd.; (N) each Company Contract between the Company, any of its Subsidiaries or any of the type described Funds and any other Person (other than a wholly owned Subsidiary of the Company) in clauses which the Company, any of its Subsidiaries or any of the Funds owns an equity interest; (iO) through each other Company Contract material to the business, governance, operations or financial condition of the Company, any of its Subsidiaries or any of the Funds, and (viiP) being each commitment and agreement to enter into any of the foregoing. Each Company Contract set forth or required to be set forth in Schedule 4.1(o) of the Company Disclosure Schedule is referred to herein as a "Material ContractsContract."). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. (a) Except as set forth in Schedule 4.17 contains a complete list of all currently effective contracts, agreements, arrangements or commitments (i) to which Altitun is a party concerning a partnership or joint venture with another Person, or relating to the SEC Reports filed voting of Shares or the election of directors; (ii) to which Altitun or any of its Affiliates (other than individuals) is a party limiting the right of Altitun prior to the date of this Agreement Closing, or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement Purchaser or any Subsidiaries or Affiliates (other agreement than individuals) at or obligation which purports after the Closing, to limit in engage in, or to compete with any respect person in, any business, including each Contract containing exclusivity provisions restricting the manner geographical area in which, or the localities in method by which, all any business may be conducted by Altitun or Affiliates (other than individuals) prior to the Closing, or by Purchaser or any material portion of Subsidiaries or Affiliates (other than individuals) after the business of the Company and the Subsidiaries, taken as a whole, may be conducted, Closing; (iii) transactionto which Altitun is a party involving the license, agreementdevelopment, arrangement assignment or understanding ownership of intellectual property, or providing for the payment or receipt of royalties or other compensation by Altitun in connection with any affiliate of the Company intellectual property rights; or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting to which Altitun is a party and which is material to the condition (financial or other agreement governing how any Shares shall be votedotherwise), results of operations, business, properties, assets or liabilities of Altitun (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates including but not limited to, the incurrence by the Company all existing contracts between Altitun and manufacturers, suppliers, sales representatives, distributors, OEM strategic partners or any Subsidiary customers of indebtedness for borrowed money Altitun) (including any interest rate or foreign currency swapall such contracts, cap, collar, hedge or insurance agreements, arrangements or options commitments, whether or forwards not listed on such agreementsSchedule 4.17, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being hereinafter referred to herein as "Material Contracts"). Each Material Contract is True and correct copies of all the Contracts listed on Schedule 4.17 have been furnished to Purchaser. All Contracts are valid and binding on obligations of the Company (or, respective parties thereto and Altitun has duly performed its obligations thereunder to the extent such obligations have accrued. Altitun has not breached or defaulted under any Contract where such breach or default (i) could impair the ability of Altitun to enforce any rights thereunder, or (ii) would permit the acceleration of any obligation of any party thereto or the creation of a Subsidiary Lien upon any asset of Altitun. To the Company is a partyKnowledge of Sellers, such Subsidiary) and no other party to any Contract is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation breach or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectthereunder.

Contracts. SECTION 5.22 OF THE COMPANY DISCLOSURE SCHEDULE lists, under the relevant heading, all oral or written contracts, agreements, arrangements, guarantees, licenses, leases and executory commitments (aeach, a "CONTRACT") Except other than Contracts previously filed as set forth in the an exhibit to any Company SEC Reports filed prior to the date of this Agreement or Section 3.18 Agreement, that exist as of the Disclosure Schedule, neither date of this Agreement to which the Company nor or any Company Subsidiary is a party or by which the Company or such Company Subsidiary is bound and which fall within any of the Subsidiaries is a party to or bound by any following categories: (ia) "material contract" Contracts not entered into in the ordinary course of the Company's and the Company Subsidiaries' businesses; (as such term is defined in Item 601(b)(10b) of Regulation S-K promulgated material joint venture and partnership agreements; (c) Contracts which contain requirements for payments by the SEC)Company or a Company Subsidiary in excess of $250,000; (d) Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000; (e) indentures, (ii) non-competition agreement mortgages, hypothecs, promissory notes, loan agreements or any guarantees of borrowed money, letters of credit or other agreement agreements or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate instruments of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting Company Subsidiaries or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase commitments for the borrowing or sale agreement, (vi) agreement which provides for, or relates to, the incurrence lending by the Company or any Company Subsidiary of indebtedness amounts in excess of $250,000 in the aggregate or providing for borrowed money the creation of any Lien upon any of the assets or properties of the Company or any Company Subsidiary with an aggregate value in excess of $250,000; (f) Contracts providing for "earn-outs" or other contingent payments by the Company or any Company Subsidiary involving more than $250,000 per contract over the terms of all such Contracts; (g) Contracts associated with off balance sheet financing by the Company or a Company Subsidiary in excess of $250,000 in the aggregate, including but not limited to arrangements for the sale by the Company or a Company Subsidiary of receivables; (h) supply or distribution Contracts requiring a payment or a commitment by the Company or any interest rate Company Subsidiary to make a payment in excess of $250,000; (i) supply Contracts providing for payments by the Company or foreign currency swap, cap, collar, hedge any Company Subsidiary; (j) Contracts with customers of the Company or insurance any Company Subsidiary involving payments being made by or to the Company or any Company Subsidiary in excess of $250,000 in the aggregate; (k) stock purchase agreements, or options or forwards on such agreements, asset purchase agreements or other similar acquisition or divestiture agreements for where the purpose of managing the interest rate or foreign exchange risk associated consideration in any individual transaction exceeds $250,000; and (l) master service and master Contracts with its financing), or (vii) contract or customers and each other agreement which would prohibit is material to the Company or materially delay any Company Subsidiary, irrespective of amount. All Contracts to which the consummation of the Merger Company or any of the transactions contemplated Company Subsidiaries is a party or by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract which it or such subsidiary is bound are valid and binding on the Company (or, to the extent a Subsidiary obligations of the Company is a party, such Subsidiary) and is in full force and effect, and or the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (norand, to the knowledge of the Company, does there exist any condition which with the passage valid and binding obligation of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.each other party thereto except

Contracts. (a) Except as set forth in for the SEC Reports filed prior to the date of this Agreement or Section 3.18 Contracts listed on Schedule 3.10 of the Company Disclosure ScheduleLetter (the “Company Contracts”), neither the Company nor any of the Subsidiaries Company Subsidiary is a party to or otherwise bound by: (a) any Contract which could reasonably be expected to involve future payments by or to the Company or a Company Subsidiary of more than Two Hundred and Fifty Thousand Dollars ($250,000) in any twelve (i12) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated month period and which are not cancelable by the SECCompany or the Company Subsidiaries, as applicable, on less than sixty (60) days’ notice without penalty or payment in connection with such termination; (b) any employment, consulting, severance, bonus, change of control, retention, incentive or similar Contract, including without limitation any Contract providing for severance or incentive payments to employees in the event of a sale or change in control of the Company, with any current or former officer, director, manager or employee of the Company or any of the Company Subsidiaries; (c) any Contract providing for indemnification or any guaranty by the Company or any Subsidiary thereof, in each case relating to any Liability that could be in excess of Two Hundred Fifty Thousand Dollars ($250,000), (ii) non-competition agreement other than any guaranty by the Company or any other agreement of the Company Subsidiaries of any of the obligations of the Company or obligation which any of the Company Subsidiaries; (d) any Contract that purports to limit in any material respect the manner right of the Company or any of the Company Subsidiaries (or, at any time after the consummation of the Merger, Parent or any of its Subsidiaries) (i) to engage in whichany line of business, or (ii) to compete with any Person or operate in any geographical location; (e) any Contract that contains any provision that requires the localities in which, purchase of all of the Company’s or any material portion of the business of Company Subsidiaries’ requirements for a given product or service from a given third party, which product or service is material to the Company and the Company Subsidiaries, taken as a whole, may be conducted, ; (iiif) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary Contract that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by obligates the Company or any Subsidiary of indebtedness for borrowed money its Subsidiaries (including or, at any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay time after the consummation of the Merger Merger, Parent or any of the transactions contemplated by this Agreement its Subsidiaries) to conduct business on an exclusive basis with any third party; (all contracts g) any partnership, joint venture or similar Contract; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts, in each case relating to indebtedness for borrowed money, whether as borrower or lender, in each case in excess of Two Hundred Fifty Thousand Dollars ($250,000), other than loans to direct or indirect wholly-owned Subsidiaries of the type Company; or (i) any Contract which is not otherwise described in clauses (ia)-(h) through (vii) being referred above that is material to herein the Company and the Company Subsidiaries, taken as "Material Contracts")a whole. The Company has previously provided Parent or its representatives with complete and accurate copies of all written Company Contracts and there are no amendments to or modifications of, or significant agreements of the parties relating to, any such Company Contract which have not been disclosed to Parent. Each Material Company Contract is valid and binding on the Company (or, to the extent a Subsidiary of or the Company Subsidiary that is a partyparty thereto), such Subsidiary) and is in full force and effect, and the . The Company and each Subsidiary have (or such Company Subsidiary) has performed all material obligations required to be performed by them it to date under each Material Company Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company There is in default or knows of, or has received notice of, any no material violation or default under (nor, to the knowledge of the Company, nor does there exist any condition which with the passage of time or the giving of notice or both would result in such a material violation or default under) any Material Company Contract by the Company or any of the Company Subsidiaries or, to the knowledge of the Company, any other party thereto. Neither the Company nor any of the Company Subsidiaries has received written notice from a party to any of the Company Contracts that such party intends to terminate, other than in accordance with the terms of such Company Contract, except any such default its normal business with the Company as a result of transactions contemplated by this Agreement or violation that, individually or in the aggregate, would not have a Material Adverse Effectotherwise.

Contracts. (a) Except as set forth in the SEC Reports filed prior to As of the date of this Agreement or Section 3.18 of the Disclosure ScheduleAgreement, neither the Company nor any of the its Material Subsidiaries is a party to or bound by any Contract: (i) "which is a “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act) to be performed in full or in part after the date of this Agreement that has not been filed or incorporated by reference in the SEC), Company SEC Documents; (ii) non-competition which is an employment agreement or with any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, management employee; (iii) transactionwhich, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay upon the consummation of the Merger or any of the transactions other transaction contemplated by this Agreement Agreement, will (all contracts either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay, stay bonus or otherwise) becoming due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, MergerCo, the Company or the Surviving Corporation or any of their respective Subsidiaries to any officer, director, consultant or employee thereof; (iv) which requires remaining payments by the Company or any of its Subsidiaries in excess of $1,000,000 or requires provision of services by the Company having a value in excess of $1,000,000 and is not terminable by the Company or its Subsidiaries, as the case may be, on notice of six (6) months or less without penalty other than customer contracts; (v) which is a dedicated customer contract representing estimated annual transportation revenue in excess of $15,000,000; (vi) which materially restrains, limits or impedes the Company’s or any of its Subsidiaries’, or will materially restrain, limit or impede the Surviving Corporation’s, ability to compete with or conduct any business or any line of business, including geographic limitations on the Company’s or any of its Subsidiaries’ or the Surviving Corporation’s activities; (vii) between the Company or any of its Subsidiaries, on the one hand, and any of their respective officers, directors or principals (or any such Person’s Affiliates) on the other hand other than with Jxxxx Xxxxx, Interstate Equipment Leasing, Inc., SME Industries, Inc., or any of their Affiliates; (viii) which is a joint venture agreement, partnership agreement and other similar contract and agreement involving a sharing of profits and expenses; (ix) which is an agreement governing the terms of indebtedness or any other obligation of third parties owed to the Company or any of its Subsidiaries, other than receivables arising from the sale of goods or services in the ordinary course of business, or loans or advances and expense reimbursements made to employees, drivers or owner-operators of the Company or any of its Subsidiaries, by the Company or such Subsidiary in the ordinary course of business consistent with past practice; (x) which is an agreement governing the terms of indebtedness or any other obligation of third parties owed by or guaranteed by the Company or any of its Subsidiaries; or (xi) which relates to the purchase or lease of more than 250 trucks or 500 trailers (other than with Interstate Equipment Leasing, Inc.). Each contract, arrangement, commitment or understanding of the type described in clauses (i) through (viixi) being of this Section 3.12 (a) is referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material “Disclosed Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect”.

Contracts. (a) Except as set forth Schedule 2.10 lists the following Contracts to which the Seller is a party or by which the Seller is bound or to which any asset of the Seller is subject or under which the Seller has any rights or the performance of which is guaranteed by the Seller and, in each case, is used in the SEC Reports filed prior Business or relates to the date Purchased Assets or Assumed Liabilities (collectively, with the Leases and Licenses, the “Material Contracts”): (i) each Contract (or series of this Agreement related Contracts) that involves delivery or Section 3.18 receipt of products or services of an amount or value in excess of $25,000, that was not entered into in the ordinary course of business or that involves expenditures or receipts in excess of $25,000; (ii) each Contract with a customer of the Disclosure ScheduleBusiness, neither including all Contracts with any hotel; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the Company nor ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one year), including each Lease and License; (iv) each licensing agreement or other Contract with respect to Intellectual Property owned or used by or for the benefit of Seller in connection with the Business or the Purchased Assets, including any agreement with any current or former employee, consultant, or contractor regarding the appropriation or the non-disclosure of any Intellectual Property; (v) each joint venture, partnership or Contract involving a sharing of profits, losses, costs or Liabilities with any other Person; (vi) each Contract containing any covenant that purports to restrict the business activity of the Seller or limit the freedom of the Seller to engage in any line of business or to compete with any Person; (vii) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (viii) each power of attorney; (ix) each Contract for Indebtedness relating to or covering any of the Subsidiaries Business or the Purchased Assets; (x) each employment or consulting Contract; (xi) each Contract to which the Parent or any Affiliate of the Parent is a party to or bound by any is otherwise bound; and (ixii) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards each Contract not terminable without penalty on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectless than six months notice.

Contracts. (a) Except Schedule 2.7(a)(i) includes a true and correct list as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 of the Disclosure ScheduleDate of Execution of all outstanding contracts, neither the Company nor any of the Subsidiaries leases or other agreements, whether written or oral, to which Seller is a party or relating to the Assets or bound by any the operation of the Facility or the Business (collectively, the “Contracts”), excluding (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC)Residency Agreements, (ii) non-competition agreement any contract, lease or any other agreement which is cancellable without penalty on thirty (30) days or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conductedless notice, (iii) transactionany contract, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract lease or other agreement which would prohibit is entered into in the ordinary course of business consistent with past practice and does require the expenditure of more than Fifty Thousand Dollars ($50,000.00) per year (either individually or materially delay the consummation of the Merger or together with any related agreements), and (iv) any of the transactions contemplated insurance policies listed in Schedule 2.26 (or the renewal of any such policies) (such contracts and agreements, including any management agreement, administrative services agreement, pharmacy services agreement, cost-sharing agreement or real property lease between any Seller, on the one hand, and any Affiliate(s) of Seller, on the other hand, covered by this Agreement (all contracts of the type Schedule 2.27(a)(i), but expressly excluding those described in clauses (i) through – (vii) being referred to herein as "iv), collectively, the “Material Contracts"”). Each Seller has provided Purchaser true and complete copies of each such Material Contract Contract. Seller has not received notice of any default, and there is valid and binding on the Company (no default, existing or continuing by Seller or, to Seller’s Knowledge, any other party under the extent a Subsidiary terms of the Company is a partyany Material Contracts, such Subsidiary) and each Material Contract is in full force and effecteffect and is valid and enforceable by Seller in accordance with its terms. At least twenty-one (21) days prior to the Closing Date, Seller shall deliver to Purchaser a certificate in which Seller (A) restates as of the Closing Date the representations and warranties contained in the Company preceding portions of this Section 2.7(a) (and each Subsidiary have performed all obligations an updated Schedule 2.7(a)(i) to bring forward the list of any Contracts required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, such representations and warranties to the knowledge date of such certificate), and (B) identifies any consents required in order that the Companyassignments of any Contracts by Seller at Closing not result in a violation of any restrictions, does there exist termination of any condition which rights or the creation of any liens, charges or encumbrances with respect to the Contracts, with or without the giving of notice, the passage of time or both. At or prior to the giving Closing, Seller will cause those Contracts (whether entered into before or after the Date of notice Execution) identified by Purchaser in its sole discretion in writing at least thirty (30) days prior to the Closing Date to be terminated effective as of immediately prior to the Closing, all at no cost to Purchaser or both would result any Affiliate thereof, and all such other Contracts not so designated for termination shall be assigned to the Real Estate Purchaser or the TRS Entity at the Closing, in such a violation Purchaser’s sole discretion and at no cost to Purchaser or default underthe TRS Entity (collectively, “Assumed Contracts”). Notwithstanding the foregoing, for the avoidance of doubt, subject to and in accordance with Section 1.6(a), the parties have agreed that (w) any Material Contractthe TRS Entity will assume the Residency Agreements as more particularly set forth in Section 2.7(b), except any such default and (x) the applicable TRS Entity or violation that, individually or in the aggregate, would not have a Material Adverse EffectReal Estate Purchaser will assume those Assumed Contracts set forth on Schedule 2.7(a).

Contracts. (a) Except as set SCHEDULE 3.11(A) sets forth a true, correct and complete list of ---------------- all loan or credit agreement, note, bond, mortgage, indenture, lease, sublease, purchase order or other contract, agreement, commitment, instrument, Permit, concession, franchise or license ("Contracts") to which the Company or any --------- Subsidiary is a party or by which any of their respective assets or properties are bound that (i) involves payment over the remaining term (without regard to any early termination or cancellation rights) of such Contract of more than $1,000,000 or requires the Company and/or its Subsidiaries, or any of their Affiliates, to provide goods or services with a value of more than such amount, (ii) evidences or provides for any Indebtedness of the Company or any Subsidiary, or any of their Affiliates, in an amount in excess of $500,000, or any Encumbrance securing such Indebtedness, (iii) guarantees the performance, liabilities or obligations of any other Person except for those guarantees which are entered into in the SEC Reports filed ordinary course of business, (iv) restricts the Company or any Subsidiary, or any of their Affiliates, from engaging in any line of business, (v) provides for the payment of material commissions or fees in respect of the sale, distribution or marketing of products or services of the Company or any Subsidiary, or any of their Affiliates, (vi) are with any current officer, director, Affiliate or "associate" (as defined in Rule 12b-2 under the Exchange Act), (vii) relate to the ownership, leasing, licensing or use of real property or any material Intellectual Property Right, (viii) relate to any proposed Alternative Transaction as to which discussions have not been terminated prior to the date of this Agreement hereof, including all Contracts containing confidentiality, standstill, non-solicitation or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC)similar provisions, (iiix) non-competition agreement are otherwise material to the business, financial condition or any other agreement results of operations or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business prospects of the Company and the its Subsidiaries, or any of their Affiliates, taken as a wholewhole (collectively, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.-------------------

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 3.15 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries Letter is a party list of --------- all contracts, agreements, commitments and other documents to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary is a party as of indebtedness the date hereof or by which the Company, any Subsidiary, or any of their assets is in any way affected or bound as of the date hereof, and that relate to (i) leases with respect to any personal property of the Company or its Subsidiaries which provide for borrowed money the receipt or expenditure by the Company or its Subsidiaries, after the date of this Merger Agreement, of more than $250,000; (ii) sales contracts which provided for the receipt or expenditure by the Company or its Subsidiaries of more than $750,000 during calendar year 2001; (iii) contracts or commitments for future capital expenditures or acquisitions in excess of $100,000 for one project or set of related projects (other than capital expenditures described in the capital budget referred to in Section 3.15 of the Disclosure Letter, a copy of which budget has been furnished to Parent); (iv) guarantees of third party obligations in excess of $100,000 (other than guarantees included in the Leases and guarantees of the performance of contractual obligations of the Company's Subsidiaries); (v) agreements (including non-competition agreements) which restrict the kinds of businesses in which the Company or its Subsidiaries may engage or the geographical area in which any interest rate or foreign currency swapof them may conduct their business; (vi) indentures, capmortgages, collar, hedge or insurance agreements, or options or forwards on such agreements, loan agreements or other similar agreements for relating to the purpose borrowing of managing money by the interest rate Company, the granting of Liens by the Company or foreign exchange risk associated with its financing)lines of credit by the Company, or in each case, involving an amount in excess of $100,000; (vii) contract brokerage or finders agreements (other agreement which would prohibit than those relating to the Leases); (viii) employment agreements (excluding employment arrangements with at will employees), consulting agreements, severance agreements or materially delay management agreements involving an annual salary, an annual fee or a severance payment in an amount in excess of $125,000; or (ix) licenses of intellectual property granted by or to the consummation Company or its Subsidiaries (except for licenses granted by the Company or its Subsidiaries in the ordinary course of its business and shrinkwrap or clickwrap agreements or agreements relating to "off-the-shelf" software that is generally available to the public) (all items required to be disclosed in Section 3.15 of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) Disclosure Letter being hereinafter referred to herein as "Material Contracts"). Each To the knowledge of the Company, all Material Contract is Contracts are legally valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and each of the Company and each its Subsidiaries have duly performed its obligations thereunder in all material respects. There are no material breaches or defaults by the Company or any Subsidiary have performed all obligations required under such Material Contracts and to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule's knowledge, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation no material breach or default under (nor, to by any party thereto has occurred. The Company has previously made available for inspection by the knowledge Parent a true and correct copy of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any all written Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectContracts.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 4.16 of the Disclosure Schedule, neither Schedule is a correct and complete list of each currently effective Contract to which the Company nor or any of the its Subsidiaries is a party to or bound by any as of the date hereof and which constitutes (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC)a Contract relating to Indebtedness, (ii) a non-competition agreement competition, non-solicitation or exclusive dealing arrangement or any other agreement or obligation which purports to limit or restrict in any respect (A) the ability of the Company or its Subsidiaries to solicit customers or employees or (B) the manner in which, or the localities in which, all or any portion of the business and operations of the Company or its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, the business and operations of Parent and its Affiliates, is or would be conducted, (iii) a material portion Contract that is terminable by the other party or parties upon a change in control of the Company, (iv) a Contract granting a Lien (other than Permitted Liens) upon any material property or asset of the Company, (v) a Contract which is a joint venture agreement, (vi) a Contract providing for the acquisition or disposition after the date of this Agreement of any of the Company’s material assets, (vii) a Contract with any Affiliate of the Company (other than as set forth in Section 4.15(a) of the Disclosure Schedule), (viii) a Contract with any officer, director, manager or employee of the Company (other than as set forth in Section 4.15(a) of the Disclosure Schedule), (ix) a Contract providing for the indemnification by the Company or a Subsidiary of the Company of any Person, (x) any agreement that contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party, or (xi) any other Contract that involves future expenditures or projected receipts by the Company of more than $150,000 in any one-year period or is otherwise material to the operation of the business of the Company and the Subsidiaries(collectively, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "“Material Contracts"”). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. (a) Except Schedule 4.9(a) lists all Contracts (as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 defined below) of the Disclosure Schedule, neither following types to which the Company nor or any of the its Subsidiaries is a party to or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound by any as of the date hereof (other than employment-related agreements and intellectual property licenses, which are provided for in Sections 4.10 and 4.11, respectively): (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC)joint venture and limited partnership agreements, (ii) non-competition agreement mortgages, indentures, loan or credit agreements, security agreements and other Contracts (A) relating to the borrowing of money or extension of credit, (B) under which the Company or any other agreement of its Subsidiaries has created, incurred, assumed or obligation guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money, (C) constituting a capitalized lease obligation, (D) under which purports to limit in any respect the manner in which, or the localities in which, all Company or any material portion of its Subsidiaries has granted (or may grant) a Lien on any of the business assets or properties of the Company and or any of its Subsidiaries or (E) under which the SubsidiariesCompany or any of its Subsidiaries has incurred any obligations for any performance bonds, taken as a wholepayment bonds, may be conductedbid bonds, surety bonds, letters of credit, guarantees or similar instruments, (iii) transactioneach material distribution, agreementfranchise, arrangement representative, license, sales, commission, consulting, agency, advertising or understanding with any affiliate of marketing Contract, except for such Contracts that are cancelable on not more than 30 calendar days’ notice by the Company or its Subsidiaries, as the case may be, without the payment of any termination fee or the incurrence of any penalty or increased cost under such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SECContract, (iv) voting each Contract that involves the performance of services or other agreement governing how the delivery, sale or purchase of goods or materials by or to the Company or any Shares shall be votedof its Subsidiaries of an amount or value involving in excess of $250,000 per year, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement other Contracts and commitments which provides for, or relates to, the incurrence are not cancelable by the Company or any Subsidiary of indebtedness for borrowed money its Subsidiaries on notice of 60 calendar days or less and which require payment by the Company after the date hereof of more than $250,000, (including any interest rate vi) each lease, rental or foreign currency swapoccupancy agreement, caplicense, collarinstallment and conditional sales agreement, hedge or insurance agreementsand each other Contract affecting the ownership of, leasing of, title to, use of, or options or forwards on such agreements, any leasehold or other similar agreements for the purpose interest in, any personal property (except leases and installment and conditional sales Contracts having a value per item or aggregate payments of managing the interest rate or foreign exchange risk associated with its financingless than $75,000 per year), or (vii) contract or other agreement which would prohibit or materially delay each Contract containing covenants that in any way purport to restrict the consummation business activity of the Merger Company or its Subsidiaries or that limit the freedom of the Company or any of the transactions contemplated by this Agreement its Subsidiaries or any officer or director to engage in any line of business or to compete with any Person, (all contracts of the type described in clauses (iviii) through (vii) being referred each Contract pursuant to herein as "Material Contracts"). Each Material Contract is valid and binding on which the Company or any Subsidiary anticipates incurring capital expenditures in excess of $250,000 per year, (orix) each Contract (including, without limitation, a sub-Contract) with the United States, state or local government or any agency or department thereof involving in excess of $250,000 per year (collectively, “Government Contracts”), (x) each guaranty of, or agreement to become liable for, any obligations of another Person, (xi) each Contract regulating or controlling or otherwise affecting the extent a Subsidiary voting or disposition of any capital stock or other proprietary interest of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary and any shareholder agreement or agreement relating to the issuance of any securities of the Company is in default or knows ofany Subsidiary or the granting of any registration rights with respect thereto, (xii) each Contract pursuant to which the Company or has received notice of, any violation or default under (nor, to the knowledge Subsidiary leases any of the CompanyLeased Real Property, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under(xiii) any Material Contract, except any such default or violation that, individually or other material Contract not made in the aggregateordinary course of business of the Company or any Subsidiary and (xiv) each amendment, would supplement, and modification in respect of any of the foregoing Contracts; provided, however, that Schedule 4.9(a) does not have a include purchase orders from non-governmental customers (the Contracts enumerated in the foregoing clauses (i)-(xiv) are hereinafter referred to as the “Material Adverse EffectContracts”). The Company has furnished or made available to Buyer true and correct copies of all of the Contracts listed on Schedule 4.9(a) together with all amendments, supplements and modifications thereto.

Contracts. (a) Except as set forth Schedule 6.12(a) contains a complete, current and correct list of all of the following types of Contracts (including any oral Contract) to which the Company is a party, by which any of its properties or assets are bound, or under which the Company otherwise has material obligations, with each such responsive Contract identified by each corresponding category (i) - (xi) below (any Contract required to be disclosed on Schedule 6.12(a), a “Material Contract”): (i) any Contract or group of related Contracts which involve expenditures or receipts by the Company that require payments or yield receipts of more than $[**] in any twelve (12) month period or more than $[**] in the SEC Reports filed aggregate; (ii) any Contract with any of its officers, directors, managers, employees, consultants or Affiliates (other than at-will employment arrangements with employees entered into the Ordinary Course of Business), including all non-competition, severance, and indemnification agreements; (iii) any agreement presently in effect for the license of any Intellectual Property involving the payment by or to the Company in excess of $[**] per year; (iv) any partnership, joint venture, profit-sharing or similar agreement entered into with any Person; (i) all Contracts relating to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity or its business or material assets or the sale of the Company, its business, its equity securities or its material assets (other than in the Ordinary Course of Business); (vi) any loan agreement, agreement of indebtedness, credit, note, security agreement, guarantee, mortgage, indenture or other document relating to Indebtedness, borrowing of money or extension of credit by or to the Company in excess of $[**]; (vii) any material settlement agreement entered into within three (3) years prior to the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither under which the Company nor has outstanding obligations (other than customary obligations of confidentiality); (viii) any of the Subsidiaries is a party Contract granting, licensing, sublicensing or otherwise transferring any material Intellectual Property to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), Company; (iiix) non-competition agreement or any other agreement or obligation which purports to limit Contract containing any covenant (A) limiting in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate right of the Company or such Subsidiary that would be required its Affiliates to be disclosed under Item 404 engage in any line of Regulation S-K promulgated by the SECbusiness, to make use of any of its Intellectual Property or compete with any Person in any line of business or in any geographic region, (ivB) voting imposing non-solicitation restrictions on the Company or other agreement governing how any Shares shall be votedits Affiliates, (vC) acquisitiongranting to the other party any exclusivity or similar provisions or rights, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence including any covenant by the Company that includes an organizational conflict of interest prohibition, restriction, representation, warranty or notice provision or any Subsidiary other restriction on future contracting, (D) providing “most favored customers” or other preferential pricing terms for the services of indebtedness for borrowed money the Company or its Affiliates, or (E) limiting or restricting the right of the Company to sell or distribute any Intellectual Property of the Company or to purchase or otherwise obtain any Intellectual Property license; (x) any agreement entered into outside the Ordinary Course of Business and presently in effect, involving payment to or obligations of in excess of $[**], not otherwise described in this Schedule 6.12(a); and (xi) any other Contract that is material to the Company and entered into outside of the Ordinary Course of Business. True and correct copies of all Material Contracts (including any interest rate amendments, modifications or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (viisupplements thereto) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred have been provided to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectBuyer.

Contracts. Schedule 4.13 sets forth a complete and accurate list of all contracts to which the Company or any of the Subsidiaries is a party or by or to which it or any of the Company's or any of the Subsidiaries' assets or properties is bound or subject, except (a) Except as set forth contracts entered into in the SEC Reports filed ordinary course of business after the date hereof and prior to the date Closing, which will be identified to the Buyer in writing prior to the Closing, (b) contracts terminable (without any surviving obligation) by the Company upon 30 days' notice or less without the payment of this Agreement any termination fee or Section 3.18 penalty, (c) contracts that will not result in (i) the payment by the Company of more than $50,000, or (ii) the receipt by the Company of payment of more than $50,000, over their respective terms (other than any contracts requiring that the Company or any of the Disclosure ScheduleSubsidiaries indemnify any person), and (d) contracts listed in other Schedules hereto. As used in this Section 4.13, the word "contract" means and includes every agreement or understanding of any kind, written or oral, which is legally enforceable by or against the Company or any of the Subsidiaries, and specifically includes (a) contracts and other agreements with any current or former officer, director, employee, consultant or shareholder or any partnership, corporation, joint venture or any other entity in which any such person has an interest; (b) agreements with any labor union or association representing any employee; (c) contracts and other agreements for the provision of services by the Company or any of the Subsidiaries; (d) bonds or other security agreements provided by any party in connection with the business of the Company or any of the Subsidiaries; (e) contracts and other agreements for the sale of any of the Company's or any of the Subsidiaries' assets or properties other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of the Company's or any of the Subsidiaries' assets or properties; (f) joint venture agreements relating to the assets, properties or business of the Company or any of the Subsidiaries or by or to which it or the Subsidiaries or any of its or the Subsidiaries' assets or properties are bound or subject; (g) contracts or other agreements under which the Company or any of the Subsidiaries agrees to indemnify any party, to share tax liability of any party, or to refrain from competing with any party; (h) any contracts or other agreements with regard to Indebtedness; or (i) any other contract or other agreement whether or not made in the ordinary course of business. The Sellers have delivered to the Buyer true, correct and complete copies of all such contracts, together with all modifications and supplements thereto. Each of the contracts listed on Schedule 4.13 hereto or any of the other Schedules hereto is in full force and effect, neither the Company nor any of the Subsidiaries is a party to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) breach of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts provisions of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (orany such contract, nor, to the extent a Subsidiary knowledge of any of the Company Sellers, is any other party to any such contract in default thereunder, nor does any event or condition exist which with notice or the passage of time or both would constitute a partydefault thereunder. To the knowledge of the Sellers, such Subsidiary) and is in full force and effect, and each of the Company and each Subsidiary have has in all material respects performed all obligations required to be performed by them it to date under each Material Contract, except where such noncompliance, individually contract. No approval or consent of any person is needed in order that the aggregate, would not have a Material Adverse Effect contracts listed on Schedule 4.13 and other Schedules hereto continue in full force and effect following the Company. Except as set forth in Section 3.18 consummation of the Disclosure Scheduletransactions contemplated by this Agreement, neither and no such contract includes any provision the Company nor effect of which may be to enlarge or accelerate any Subsidiary obligations of the Company is or any of the Subsidiaries thereunder or give additional rights to any other party thereto or will in default any other way be affected by, or knows terminate or lapse by reason of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effecttransactions contemplated by this Agreement.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date Schedule 5.10(a) is a true and complete list of this Agreement or Section 3.18 all of the Disclosure Schedule, neither following material Contracts of the Company nor any of (the Subsidiaries is a party to or bound by any “Material Contracts”): (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by All written or oral employment or consulting Contracts pursuant to 19 which services are rendered to the SEC), Company; (ii) non-competition agreement or any other agreement or obligation All Contracts under which purports to limit in any respect the manner in which, Company is or the localities Company’s Business or Buyer will after the Closing be restricted from carrying on any business or other activities anywhere in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, world; (iii) transactionAll Contracts to purchase, agreementlease, arrangement or understanding with any affiliate sell assets or services having a fair market value in excess of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, $25,000; (iv) voting or other agreement governing how any Shares shall be votedAll Contracts (including organization, partnership and joint venture agreements) under which (vA) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company has any liability or obligation for debt or constituting or giving rise to a guarantee of any Subsidiary liability or obligation of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), Person or (viiB) contract any Person has any liability or other agreement which would prohibit obligation constituting or materially delay the consummation giving rise to a guarantee of the Merger any liability or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge obligation of the Company, does there exist or any condition liability or obligation to the Company, in each case involving any debt or liability in excess of $25,000 individually or $50,000 in the aggregate; (v) The Real Property Leases; (vi) All Contracts with Processors, sponsor banks, independent sales organizations, or Referral Sources; (vii) All Contracts involving aggregate annual consideration payable to the or from the Company in excess of $10,000; (viii) All Contracts which grant a third party a right of exclusive dealing with the Company, a right of first refusal, right of first offer, or similar option right, for any of the Shares or the assets of the Company; and (ix) All Contracts necessary to operate the Company’s Business as it is currently being conducted. (b) No material breach or default in performance by the Company under any of the Material Contracts has occurred or is continuing, and, to the Knowledge of Company, no event has occurred, which with the passage notice or lapse of time or both would constitute such a material breach or default. No Seller Party has given or received from any other Person any notice or other communication regarding any actual, alleged or potential material breach or default under the giving Material Contracts. To the Knowledge of Company, no material breach or default by any other Person under any of the Material Contracts has occurred or is continuing, and no event has occurred which with notice or lapse of time or both would result in constitute such a violation material breach or default underdefault. (c) Other than as set forth on Schedule 5.10(a), there are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate, any Material material amounts paid or payable to or by the Company under any Contracts. (d) So long as the Required Consents are obtained, there is no reasonable basis upon which any party to any Contract may object to: (i) the assignment to Buyer of any right under such Contract, except ; or (ii) the delegation to or performance by Buyer of any obligation under such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.20 Contract. 5.11

Contracts. Disclosed on Schedule 4.9 is a list of each Contract (aincluding all amendments thereto) Except as set forth that: (i) is material to Sellers, the Business, the other Purchased Assets or Assumed Liabilities; (ii) involves the purchase, sale or lease of any assets, materials, supplies, inventory, services or goods in the SEC Reports filed prior to excess of $50,000; (iii) has an unexpired term of more than six (6) months from the date of this Agreement or Section 3.18 Agreement, taking into account the effect of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, renewal options; (iv) voting relates to the borrowing or lending of any money (including conditional sales agreements), or otherwise evidences Indebtedness; (v) limits the right of Sellers to compete in any line of business, restricts the payment of dividends or otherwise restricts any right Seller may have; (vi) is an employment Contract; (vii) is a contract with a labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (viii) is a contract providing for payments to or by any person based on sales, purchases or profits, other than direct payments for goods; (ix) is a contract not denominated in U.S. dollars; (x) is a lease, license, rental, occupancy or conditional sales agreement; (xi) is a joint venture, partnership or other agreement governing how involving the sharing of profits, losses, costs or liabilities; (xii) is a barter or similar agreement; (xiii) is a power of attorney; (xiv) is an agreement that expressly provides for the undertaking by either Seller for consequential damages; (xv) is an agreement pursuant to which a Seller has agreed to indemnify or exonerate any Shares shall be votedperson, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate officer, director or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on employee of such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated Seller with its financing), or respect to any matter; (viixvi) contract or other agreement which if terminated would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.; (xvii) is an agreement for the disposition of any business or product line, or substantial assets of Sellers; (xviii) is a sales or manufacturer’s representative agreement or distributor agreement; (xix) is with a Governmental Body (all such Contracts being separately identified on Schedule 4.9); or (xx) was not entered into in the ordinary course. True and complete copies of all Contracts (that are in writing) have been delivered to Purchaser. Except as described on Schedule 4.3, no Legal Approval or Consent is needed in order for the Contracts to continue in full force and effect under the same terms and conditions currently in effect following consummation of the Contemplated Transactions. XxxxxXxx Technologies

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company Neither Bear Lake nor any subsidiary of the Subsidiaries Bear Lake is a party to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC)any plan or contract providing for bonuses, incentives, pensions, stock options, stock purchases, deferred compensation, retirement payments, pension, profit sharing, or welfare benefits; (ii) non-competition any plan or agreement providing for fringe benefits to present or any other agreement or obligation which purports to limit in any respect the manner in whichformer employees, including sick leave, severance pay, medical, hospitalization, life insurance, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, related benefits; (iii) transactionany lease, installment purchase agreement, arrangement or understanding other contract with respect to any affiliate of the Company real or such Subsidiary that would be required personal property used or proposed to be used in its operations, excepting, in each case, items included within aggregate amounts disclosed under Item 404 of Regulation S-K promulgated by or reflected in the SEC, Bear Lake Base Balance Sheet; (iv) voting or other agreement governing how any Shares shall be votedemployment, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreementsconsulting, or other similar agreements arrangement not terminable by it upon 30 days or less notice without penalty to it or that provides for the purpose payments upon or after termination; (v) any contract or agreement, including any purchase commitment with a supplier, creating an obligation of managing the interest rate $50,000 or foreign exchange risk associated with its financing)more; (vi) any mortgage, deed of trust, pledge agreement, security agreement, lease, or other contract or agreement, which by its terms does not terminate or is not terminable by it without penalty to it; (vii) contract any loan agreement, letter of credit, financing agreement, indenture, promissory note, or other agreement which would prohibit similar type of arrangement; or materially delay the consummation of the Merger or (viii) any of the transactions contemplated by this Agreement contract (all contracts of the type other than those described in clauses (i) through (vii)) being referred to herein as that by its operation or termination would have a Material Adverse Effect (all of the foregoing, collectively, the "Material Contracts"). Each Material Contract All Contracts to which Bear Lake or any subsidiary of Bear Lake is a party are valid and binding on enforceable in accordance with their terms, except that the Company enforcement thereof may be limited by (orA) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to the extent creditors' rights generally, and (B) general principles of equity (regardless of whether enforceability is considered in a Subsidiary proceeding in equity or at law); and Bear Lake, its subsidiaries, and all other parties to each of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary foregoing have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not and have a Material Adverse Effect on the Companywaived no rights thereunder. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company Neither Bear Lake nor any Subsidiary subsidiary of the Company is in default or knows of, or Bear Lake has received any written notice of, of any violation or default under (nor, to the knowledge of the Company, does there exist or any condition which with the passage of time or the giving of notice or both would result in cause such a violation or default under) any Material Contract. Neither Bear Lake nor any subsidiary of Bear Lake is bound by any agreement or arrangement to sell or provide goods or services at prices below the prevailing market prices therefor or to purchase goods or services at prices above the then prevailing market prices therefor. To the knowledge of Bear Lake, except no manufacturer for or supplier to Bear Lake or any such default of its subsidiaries has threatened to terminate their business relationship with Bear Lake or violation that, individually or in the aggregate, any of its subsidiaries which termination would not have result in a Material Adverse Effect.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 4.18(a) of the ALP Disclosure ScheduleSchedule lists all written or oral contracts, neither the Company nor agreements, guarantees, leases and executory commitments (each a "Contract") to which ALP is a party and which fall within any of the Subsidiaries is a party to or bound by any following categories: (i) Contracts not entered into in the ordinary course of ALP's business, (ii) joint venture, partnership and similar agreements, (iii) Contracts which are service contracts or equipment leases involving payments by ALP of more than $100,000 per year, (iv) Contracts containing covenants purporting to limit the freedom of ALP to compete in any line of business in any geographic area or to hire any individual or group of individuals, including, without limitation, Contracts with any customers granting the customer any exclusive rights, (v) Contracts which after the Effective Time would have the effect of limiting the freedom of Cardinal or its subsidiaries (other than ALP) to compete in any line of business in any geographic area or to hire any individual or group of individuals, including any Contracts with distributors granting any exclusive rights, (vi) Contracts which contain minimum purchase conditions or requirements or other terms that restrict or limit the purchasing relationships of ALP or its affiliates, or any customer, licensee or lessee thereof, (vii) Contracts relating to any outstanding commitment for capital expenditures in excess of $100,000, (viii) Contracts relating to the lease or sublease of or sale or purchase of real or personal property involving any annual expense or price in excess of $100,000 and not cancelable by ALP (without premium or penalty) within ninety days, (ix) Contracts with any labor organization, (x) indentures, mortgages, promissory notes, loan agreements, guarantees of amounts in excess of $100,000, letters of credit or other agreements or instruments of ALP or commitments for the borrowing or the lending of amounts in excess of $100,000 by ALP or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of ALP, (xi) Contracts which are fixed price, capitation or other risk sharing agreements with customers not cancelable by ALP (without premium or penalty) within one month; (xii) Contracts involving annual revenues or expenditures to the business of ALP in excess of 3.0% of ALP's annual revenues, (xiii) Contracts providing for "material contractearn-outs" or other contingent payments involving more than $100,000 over the term of the Contract and (xiv) Contracts with or for the benefit of any affiliate (as such term is defined in Item 601(b)(10Rule 12b-2 promulgated under the Exchange Act) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement ALP or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or immediate family member thereof. All such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is Contracts are valid and binding on the Company (orobligations of ALP and, to ALP's Knowledge, the extent a Subsidiary valid and binding obligation of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Companyother party thereto. Except as set forth in Section 3.18 4.18(a) of the ALP Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (ALP nor, to the knowledge ALP's Knowledge, any other party thereto is in violation of the Companyor in default in respect of, does nor has there exist any occurred an event or condition which with the passage of time or the giving of notice (or both both) would result in such constitute a violation default under or default under) permit the termination of, any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. Section 2.17 of the Seller Disclosure Schedule sets forth (a) Except as set forth in the SEC Reports filed prior subject to the date dollar amount limitations of this Agreement or Section 3.18 clause (ii) below) a true and complete list of the Disclosure Scheduleall material contracts, neither agreements, instruments, commitments and other arrangements to which the Company nor any of the or its Subsidiaries is a party to or bound by any and all, (i) "material contract" (as such term is defined contracts, agreements and commitments not made in Item 601(b)(10) the ordinary course of Regulation S-K promulgated by the SEC), business; (ii) non-competition purchase contracts involving amounts in excess of $100,000 and supply contracts containing minimum purchase requirements in excess of $500,000, in the case of hardware vendors, and $100,000 in the case of software vendors; (iii) contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes and other documents or arrangements relating to the borrowing of money or for lines of credit; (iv) tax sharing agreements; (v) any agreement relating to Intangible Assets; (vi) agreements and other arrangements for the sale of any assets, property or rights other than in the ordinary course of business or for the grant of any options or preferential rights to purchase any assets, property or rights; (vii) documents granting any power of attorney with respect to the affairs of the Company or its Subsidiaries; (viii) suretyship contracts, performance bonds, working capital maintenance or other forms of guaranty agreements; (ix) contracts or commitments limiting or restraining the Company from engaging or competing in any lines of business or with any person, firm, or corporation; (x) partnership or joint venture agreements; (xi) shareholder agreements or agreements relating to the issuance of any securities of the Company or its Subsidiaries or the granting of any registration rights with respect thereto; and (xii) all amendments, modifications, extensions or renewals of any of the foregoing (the foregoing contracts, agreements and documents, together with the Real Property Leases or any subleases relating thereto, Vehicles, Furniture, Fixtures and Equipment Leases, Employee Plans, Bonds, Policies and Employment and Labor Agreements, are hereinafter referred to collectively as the "COMMITMENTS" and individually as a "COMMITMENT"). Each Commitment is valid, binding and enforceable against the parties thereto in accordance with its terms, and in full force and effect on the date hereof, except to the extent that enforceability may be limited by bankruptcy, insolvency or other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion similar laws affecting creditors' rights generally and by general principles of the business equity. Each of the Company and the Subsidiariesits Subsidiaries has performed all obligations, taken as a wholeincluding, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates but not limited to, the incurrence by the Company or timely making of any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, rental or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing)payments, or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contractit under, except where such noncompliance, individually or in the aggregate, would and is not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice breach in respect of, any violation or default under (norCommitment, and to the knowledge of the CompanySeller, does there exist any condition which no event has occurred which, with the passage due notice or lapse of time or both, would constitute such a default or breach. To the giving knowledge of the Seller, no other party to any Commitment is in default in respect thereof, and no event has occurred which, with due notice or both lapse of time or both, would result in constitute such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectbreach.

Contracts. Section 5.22 of the Company Disclosure Schedule --------- ----------------------------------------------- lists, under the relevant heading, all oral or written executory contracts, agreements, arrangements, guarantees, licenses, leases and commitments (aeach, a "Contract") Except other than Contracts heretofore filed as set forth in the an exhibit to any Company -------- SEC Reports filed prior to the date of this Agreement or Section 3.18 Agreement, that exist as of the Disclosure Schedule, neither date hereof to which the Company nor or any of the Subsidiaries Company Subsidiary is a party to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Company Subsidiary that would be required to be disclosed under Item 404 is bound and which fall within any of Regulation S-K promulgated by the SEC, following categories: (iva) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement material Contracts not entered into in the ordinary course of the Company's and the Company Subsidiaries' businesses which provides for, or relates to, the incurrence require payments by the Company or any Company Subsidiaries in excess of $1,000,000; (b) material joint venture and partnership agreements that cannot be terminated by the Company by providing notice of 90 days or less and without liability to the Company or any Company Subsidiary; (c) Contracts which contain requirements for payments by the Company or any Company Subsidiary in excess of $1,000,000; (d) Contracts relating to any outstanding commitment for capital expenditures in excess of $1,000,000; (e) indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money, letters of credit or other agreements or instruments of the Company or the Company Subsidiaries or commitments for the borrowing or the lending by the Company or any Company Subsidiary of indebtedness amounts in excess of $250,000 in the aggregate or providing for borrowed the creation of any Lien (other than money purchase or similar Liens) upon any of the assets or properties of the Company or any Company Subsidiary with an aggregate value in excess of $250,000; (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, f) Contracts providing for "earn-outs" or other similar agreements contingent payments by the Company or any Company Subsidiary involving more than $250,000 per contract over the terms of all such Contracts; (g) Contracts associated with off balance sheet financing in excess of $1,000,000 in the aggregate, including but not limited to arrangements for the purpose sale of managing receivables; (h) exclusive distribution Contracts entered into by the interest rate Company or foreign exchange risk associated with its financing)any Company Subsidiary; (i) supply Contracts providing for payments by the Company or any Company Subsidiary in excess of $1,000,000; and (j) stock purchase agreements, asset purchase agreements or (vii) contract other acquisition or divestiture agreements where the consideration payable by the Company or any Company Subsidiary in any individual transaction exceeds $2,000,000; and each other agreement which would prohibit or materially delay is material to the consummation Company, irrespective of amount. All material Contracts to which the Merger Company or any of the transactions contemplated Company Subsidiaries is a party or by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract which it or such subsidiary is bound are valid and binding on obligations of the Company (oror the Company Subsidiary and, to the extent a Subsidiary knowledge of the Company is a partyCompany, the valid and binding obligation of each other party thereto except as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws, both state and federal, affecting the enforcement of creditors' rights or remedies in general as from time to time in effect or the exercise by courts of equity powers and except such Subsidiary) Contracts which, if not so valid and is in full force binding, have not had and effect, and the Company and each Subsidiary have performed all obligations required would not reasonably be expected to be performed by them to date under each Material Contract, except where such noncompliancehave, individually or in the aggregate, would not have a Company Material Adverse Effect on the CompanyEffect. Except as set forth in Section 3.18 of the Disclosure Schedule, neither Neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does any other party thereto is in violation of or in default in respect of, nor has there exist any occurred an event or condition which with the passage of time or the giving of notice (or both both) would result in such constitute a violation default under or default under) any Material Contractpermit the termination of, except any such default material Contract except such violations or violation thatdefaults under or terminations which have not had and would not be reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect.

Contracts. (a) Except Section 3.11(a) of the Company Disclosure Letter sets forth a complete and accurate list of all Contracts to which the Company or any of its Subsidiaries is a party as set forth in the SEC Reports filed prior to of the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither (i) related to indebtedness for borrowed money owed by the Company nor or any of its Subsidiaries, other than any such indebtedness between or among any of the Company and any of its Subsidiaries, (ii) in connection with which or pursuant to which the Company and its Subsidiaries paid, in the aggregate during the fiscal year ended December 31, 2010, more than $250,000, (iii) that prohibits or otherwise restricts, in any material respect, the Company or any of its Subsidiaries from freely engaging in business anywhere in the world, (iv) that is a party to or bound by any (i) "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC), (ii) non-competition agreement or any other agreement or obligation which purports with respect to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the its Subsidiaries, taken as a whole, may be conducted, (iiiv) transaction, agreement, arrangement that is an employment or understanding consulting agreement with any affiliate executive officer of the Company or such Subsidiary that would be required to be disclosed under Item 404 member of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreementCompany Board, (vi) that is a joint venture, partnership, limited liability company or other similar agreement or arrangement in connection with which provides foror pursuant to which the Company and its Subsidiaries paid, or relates towere paid, in the incurrence aggregate during the fiscal year ended December 31, 2010, more than $250,000, (vii) that is a Material IP Agreement, (viii) involving an outstanding obligation to acquire from another person or to dispose to another person (other than acquisitions or dispositions of inventory, products, services and other assets in the Ordinary Course of Business), assets or capital stock or other equity interests for aggregate consideration under such Contract (or series of related Contracts) in excess of $500,000 or, if any such transaction has been consummated, any such Contract pursuant to which the Company or any Subsidiary is or may be obligated to make any future payments, (ix) pursuant to which the Company or any of its Subsidiaries provides services to any dentist-owned professional corporation, association, limited liability company or service corporation or similar dental practices, including all amendments, addenda, supplements, acknowledgements or other similar instruments delivered thereunder or in connection therewith, (x) related to any outstanding loans or advances made by the Company or any Subsidiary to any person (other than routine advances to employees of indebtedness the Company or any Subsidiary for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or travel and other similar agreements for business expenses in the purpose Ordinary Course of managing the interest rate or foreign exchange risk associated with its financingBusiness), or (viixi) contract that prohibits the payment of dividends or other agreement which would prohibit or materially delay the consummation distributions in respect of the Merger capital stock of the Company or any of its Subsidiaries, prohibits the transactions contemplated by this Agreement (all contracts pledging of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary capital stock of the Company is a party, such Subsidiary) and is in full force and effect, and or any of its Subsidiaries or prohibits the issuance of guarantees by the Company or any of its Subsidiaries (collectively, the “Company Material Contracts”). The Company has made available to the Buyer a complete and accurate copy of each Subsidiary have performed all obligations required to be performed by them to date under each Company Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. (ai) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 3.2(n)(i) of the Disclosure Schedule, neither Schedule lists the following Contracts to which the Company nor any of the Subsidiaries Group is a party (each a “Company Contract”): (1) Company Contracts relating to any Company Indebtedness in excess of $500,000 or bound a guarantee of any such obligation, together with any hedge or swap agreements or similar arrangements; (2) Company Contracts concerning completed (since January 1, 2021) or pending transfers of Mortgage Loans or mortgage servicing rights by the Company Group to another Person (other than any Company Contract for which the sole remaining obligations pertain to advances, servicing transfers, indemnification, and repurchase obligations); (3) any Company Contract that by its terms limits the payment of dividends or distributions by the Company Group; (4) any Company Contract that is a joint venture or partnership agreement; (5) any Company Contract that grants any right of first refusal or right of first offer or similar right to third parties or that limits or purports to limit the ability of the Company Group in any material respect to pledge, sell, transfer or otherwise dispose of any material amounts of assets or business; (6) any Company Contract providing for any material future payments that are conditioned, in whole or in part, on a change of control with respect to the Company Group; (7) material agency, broker, sale representative, marketing, referral, affinity, lead-generation or similar Company Contracts; (8) any Company Contract that contains noncompetition or exclusivity provisions or a “most favored nation” clause obligating the Company Group to change the material terms and conditions of such Contract based on better terms or conditions provided to other parties in similar contracts; (9) Company Contracts, other than this Agreement and any Ancillary Agreements, that commit Holdings or the Company Group to consummate (A) any merger or business combination concerning the Company Group, (B) the acquisition by the Company Group of all or substantially all of the capital stock or assets or any material branch offices of any other Person, or (C) the disposition by any entity within the Company Group of all or substantially all of its assets to any other Person; (10) any written Company Contract (A) evidencing intercompany indebtedness or guarantees or (B) with any (i) "material contract" manager, director, corporate officer, employee, Member, or Affiliate of the Company Group (as such term is defined other than a loan officer of the Company Group) involving base salary or annual fees in Item 601(b)(10excess of $150,000 per year (other than offer letters to employees made in the Ordinary Course of Business) of Regulation S-K promulgated by the SEC), or (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business loan officer of the Company Group involving payments or compensation in excess of $250,000 per year, in each case, that is currently in effect or for which outstanding amounts are or are reasonably expected to become due and the Subsidiaries, taken as a whole, may be conducted, payable; (iii11) transaction, agreement, arrangement other Company Contracts involving aggregate annual expenditures or understanding with any affiliate revenues of the Company Group in excess of $100,000; (12) Servicing Agreements and any other Contract with a Governmental Entity; (13) Company Contracts related to the license or such Subsidiary that would be required sublicense of any IP Rights, whether from the Company to be disclosed under Item 404 of Regulation Sany third party (“Out-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides forBound IP Licenses”), or relates to, the incurrence by from any third party to the Company or any Subsidiary of indebtedness its Subsidiaries (“In-Bound IP Licenses”), in both instances, excluding (a) non-exclusive licenses for borrowed money standard, commercially available, off-the-shelf Software that has not been customized for the Company with an replacement value of less than $25,000, (including any interest rate b) non-exclusive licenses granted to the Company’s service providers or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements vendors for the purpose of managing providing services to the interest rate or foreign exchange risk associated with its financing)Company in the Ordinary Course of Business and (c) non-exclusive licenses that are not the primary purpose of the applicable contract; (14) Company Contracts including any deferred purchase price payment, or (vii) contract earn out payment or other agreement which would prohibit similar type of payment with respect to any prior acquisition or materially delay sale of assets by the consummation of the Merger Company Group or any interest therein; and (15) any Company Contracts not made in the Ordinary Course of Business involving the transactions contemplated payment by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary Group in any one year in excess of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or $100,000 in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. (a) Except as set forth in Schedule 3.13(a) lists the SEC Reports filed prior to following Assigned Contracts (collectively, with the date of this Agreement or Section 3.18 of Leases, the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any “Material Assigned Contracts”): (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by each Assigned Contract with the SEC), customers and suppliers listed on Schedule 3.22; (ii) non-competition agreement each Assigned Contract that is a lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other agreement interest in, any real property (except personal property leases and installment and conditional sales agreements having a value per item or obligation which purports aggregate payments of less than $50,000 and with terms of less than one year and licenses to limit in any respect the manner in whichcommercially available software with aggregate annual payments of less than $50,000), or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, including each Lease; (iii) transaction, each Assigned Contract that is a licensing agreement, arrangement assignment, consent agreement, coexistence agreement or understanding settlement agreement with any affiliate of respect to Intellectual Property included in the Company or such Subsidiary that would be required Purchased Assets except “shrink wrap” and “click-through” licenses to be disclosed under Item 404 of Regulation S-K promulgated by commercially available “off the SEC, shelf” software ; (iv) voting each Assigned Contract that is a collective bargaining agreement and each other Assigned Contract to or with any labor union or other agreement governing how any Shares shall be voted, employee representative of a group of employees; (v) acquisitioneach Assigned Contract that is a joint venture, mergerpartnership or Assigned Contract involving a sharing of profits, asset purchase losses, costs or sale agreementLiabilities with any other Person (for the avoidance of doubt, rebates shall not be considered a sharing of profits, losses, costs or Liabilities); (vi) agreement which each Assigned Contract containing any covenant that purports to restrict the business activity of any Seller or limit the freedom of any Seller to engage in any line of business or to compete with any Person; (vii) each Assigned Contract that is a power of attorney; (viii) each Assigned Contract listed in clause (i) that contains or provides forfor an express undertaking by any Seller to be responsible for consequential, incidental or relates topunitive damages; (ix) each Assigned Contract (or series of related Assigned Contracts) for capital expenditures (other than capital expenditures for the installation or refurbishment of vended water machines or purchases of related water treatment equipment) in excess of $100,000; (x) each Assigned Contract that is a written warranty, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, guaranty or other similar agreements undertaking with respect to contractual performance other than in the ordinary course of business; (xi) each Assigned Contract for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or Indebtedness; (viixii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material each Assigned Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company that is a party, such Subsidiarywritten employment or consulting Contract (other than offer letters); and (xiii) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required Assigned Contract not terminable without penalty on less than six months notice (except leases with commercial retailers with respect to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectvended water machines).

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 4.9(a) of the Disclosure Schedule, neither as of the date hereof none of the Company nor any of the its Subsidiaries is a party to or bound by any (i) "any Contract material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and its Subsidiaries which was entered into other than in the SubsidiariesOrdinary Course of Business, taken as a whole(ii) any Contract which contains restrictions with respect to payment of dividends or any other distribution in respect of its capital stock, may be conductedpartnership interests or limited liability company interests (other than the Third Amended and Restated Operating Agreement), (iii) transactionany Contract relating to capital expenditures in excess of $1,000,000 (either individually or in the aggregate), agreement(iv) any Contract for Indebtedness in excess of $1,000,000, arrangement (v) any guarantee in respect of any Indebtedness or understanding with obligation of any affiliate Person, (vi) any Contract limiting the ability of the Company or such Subsidiary any of its Subsidiaries (1) to engage in any line of business, (2) to conduct its business in any geographic area or manner, or (3) to compete with any Person, (vii) any Contract that governs any joint venture, partnership or other cooperative arrangement or any other relationship involving a sharing of profits (excluding, for the avoidance of doubt, sharing of revenue with landlords of Site Leases), (viii) any Contract that would be required to be disclosed under Item 404 result in the merger with or into or consolidation into another Person (other than this Agreement), (ix) any Contract providing for the sale, assignment, license or other disposition (other than in connection with the Mexico Disposition) of Regulation S-K promulgated any Asset with a value in excess of $1,000,000 or of any material right of the Company or any of its Subsidiaries, including any Company’s Intellectual Property, (x) any Contract granting a Lien, other than a Permitted Lien, upon any Asset owned by the SECCompany or one of its Subsidiaries, (ivxi) voting any Contract which calls for the payment by or other agreement governing how on behalf of the Company or any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides forof its Subsidiaries in excess of $5,000,000 per annum, or relates to, the incurrence delivery by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate its Subsidiaries of goods or foreign currency swap, cap, collar, hedge or insurance agreementsservices with a fair market value in excess of $1,000,000 per annum, or options or forwards on such agreements, or other similar agreements provides for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger Company or any of its Subsidiaries to receive any payments in excess of, or any property with a fair market value in excess of $5,000,000 per annum, (xii) any Tower Lease, (xiii) any Site Lease, (xiv) any operations and maintenance agreement or similar agreement which calls for the transactions contemplated payment by this Agreement (all contracts or on behalf of the type described Company or any of its Subsidiaries in clauses excess of $1,000,000, (ixv) through any construction agreement or similar agreement which calls for the payment by or on behalf of the Company or any of its Subsidiaries in excess of $5,000,000 or (viixvi) being referred to herein as "any Contract providing for the purchase of more than $1,000,000 of Tower Sites or Tower Structures (each of (i)-(xvi), a “Material Contracts"Contract”). Each Except as otherwise set forth in Section 4.9 of the Disclosure Schedule, each Material Contract is valid and binding on to which the Company (or any of its Subsidiaries is a party is in full force and effect and there exists no breach, violation or default by the Company or any of its Subsidiaries or, to the extent a Subsidiary Knowledge of the Company, any other party of any Material Contract, or any event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition or any combination thereof, would become a default of any Material Contract by the Company is a or any of its Subsidiaries or, to the Knowledge of the Company, any other party, such Subsidiary) and is except in any case any failure to be in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contractbreach, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nordefault, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.

Contracts. (a) Except as set forth in for the SEC Reports filed prior contracts, --------- agreements, commitments, instruments, bids and proposals to the date of this Agreement or Section 3.18 of the Disclosure Schedulewhich DDS is a party listed on Schedule 3.10, neither the Company nor any of the Subsidiaries DDS is not a party to or ------------- otherwise bound by any written or oral (i) "material contract" (as such term is defined in Item 601(b)(10) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of Regulation S-K promulgated by the SEC)money, (ii) non-competition agreement or guarantee of any other agreement or obligation which purports to limit (excluding endorsements of instruments for collection in any respect the manner in which, or the localities in which, all or any material portion ordinary course of the business of the Company and the Subsidiaries, taken as a whole, may be conductedDDS), (iii) transactionletter of credit, agreement, arrangement bond or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SECother indemnity, (iv) voting joint venture, partnership or other agreement governing how any Shares shall be votedinvolving the sharing of profits and losses, (v) acquisition, merger, asset purchase performance of services or sale agreementdelivery of goods in an amount exceeding $5,000 or which would not be completed within three (3) months, (vi) agreement which provides for, for the sale or relates to, lease by DDS to any person of any material amount of its assets other than the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, retirement or other similar agreements disposition of assets no longer useful to DDS or the sale of assets in the ordinary course of the operation of DDS, (vi) agreement requiring the payment by DDS of more than $5,000 in any 12-month period for the purpose purchase or lease of managing the interest rate or foreign exchange risk associated with its financing)any machinery, or (vii) contract equipment or other capital assets, (viii) agreement which would prohibit providing for the lease or materially delay sublease by DDS (as lessor, sublessor, lessee or sublessee) of any real property, (ix) distributor, sales representative, broker or agent agreement, (x) collective bargaining agreement, employment or consulting agreement or agreement providing for severance payments or other additional rights or benefits (whether or not optional) in the consummation event of the Merger sale of DDS, (xi) agreement requiring the payment by DDS to any person of more than $5,000 in any 12-month period for the purchase of goods or services, (xii) material warranties relating to products distributed or services provided by DDS, (xiii) license or sublicense agreement (whether as licensor, licensee, sublicensor or sublicensee) with respect to any item of the transactions contemplated Intellectual Property, as defined in Section 3.17, owned or ------------ licensed by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effectDDS, and the Company and each Subsidiary have performed all (xiv) agreement imposing non-competition, confidentiality or exclusive dealing obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectDDS.

Contracts. (a) Except as set forth in for the SEC Reports filed prior to contracts identified on the date of this Agreement or Section 3.18 of attached Schedule 4.09 (the Disclosure Schedule“Contracts”), neither the Company nor any of the its Subsidiaries is a party to or bound by any any: (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), collective bargaining agreement or contract with any labor union; (ii) nonbonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.14 below or Schedule 4.14; (iii) equity purchase, option plan or similar plan; (iv) written contract for the employment of any officer, individual employee or other person on a full-competition time, part-time or consulting basis; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate assets of the Company or such Subsidiary that would be required to be disclosed under Item 404 any of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, its Subsidiaries; (vi) agreement guaranty of any obligation for borrowed money or other guaranty; (vii) contract which provides for, or relates to, the incurrence by requires the Company or any Subsidiary of indebtedness for borrowed money its Subsidiaries to indemnify or hold harmless any Person; (including any interest rate viii) lease or foreign currency swap, cap, collar, hedge or insurance agreementsagreement under which it is lessee of, or options holds or forwards on such agreements, operates any property owned by any other party; (ix) lease or other similar agreements for the purpose agreement under which it is lessor of managing the interest rate or foreign exchange risk associated with its financing), permits any third party to hold or operate any property; (viix) contract or other agreement group of related contracts with the same party for the purchase of products or services, under which would prohibit the undelivered balance of such products and services has a selling price in excess of $750,000; (xi) contract or materially delay group of related contracts with the consummation same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $750,000; (xii) contract which prohibits the Company or any of its Subsidiaries, from freely engaging in business anywhere in the world (including without limitation any restriction on operating in any line of business or in any geographic area); (xiii) contract with any officer or director of the Merger Company or any of its Subsidiaries or any of the transactions contemplated by this Agreement Shareholders (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"other than for employment on customary terms). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary or any other Affiliate of the Company is a party, such Subsidiaryor the Shareholders; (xiv) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually contract which provides for an earn-out or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary similar contingent obligation of the Company is in default or knows of, any of its Subsidiaries; or has received notice of, (xv) contract relating to any violation joint venture or default under (nor, to partnership arrangement between the knowledge Company or any of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such its Subsidiaries and a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectthird party.

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries SCHEDULE 2.16 is a party to complete list of all written or bound by any oral (i) "material contract" employment contracts, arrangements or policies, (as such term is defined in Item 601(b)(10including without limitation any collective bargaining contract or union agreement) of Regulation S-K promulgated by the SECCompany which may not be immediately terminated without penalty (or any augmentation or acceleration of benefits), ; (ii) non-competition agreement leases, sales contracts and other agreements with respect to any property, real or any personal, of the Company which provide for the receipt or expenditure by the Company after January 1, 1997, of more than $100,000; (iii) contracts or commitments for capital expenditures or acquisitions in excess of $100,000 for one project or set of related projects; (iv) agreements, contracts, indentures or other agreement or obligation which purports instruments relating to limit in any respect the manner in whichborrowing of money, or the localities in which, all guarantee of any obligation (third party or any material portion otherwise) for the borrowing of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, money; (v) acquisition, merger, asset purchase contracts or sale agreement, (vi) agreement which provides for, or relates to, the incurrence agreements providing for any covenant not to compete by the Company or otherwise restricting in any Subsidiary of indebtedness for borrowed money way the Company's engaging in the airline business or competing in any business activity (including any interest rate a description of the businesses to which the covenant not to compete applies); (vi) contracts or foreign currency swapagreements relating to consultancies, capprofessional retentions, collar, hedge agency or insurance agreements, sales arrangements pertaining to the Company or options or forwards on such agreements, or other similar agreements its activities which provide for the purpose receipt or expenditure by the Company after January 1, 1997, of managing the interest rate or foreign exchange risk associated with its financing), or more than $100,000; (vii) contract contracts, agreements or commitments requiring the Company to indemnify or hold harmless any Person providing for the potential expenditure by the Company of more than $100,000 in the aggregate; and (viii) contracts, agreements, arrangements or commitments, other agreement than the foregoing, which would prohibit provide for the receipt or materially delay expenditure by the consummation Company after January 1, 1997, of the Merger or any of the transactions contemplated by this Agreement more than $100,000, (all contracts of the type described agreements, arrangements or commitments required to be identified in clauses (i) through (vii) SCHEDULE 2.16 being hereinafter referred to herein as "Material Contracts"). Each Material Contract is valid True and binding on correct copies of all the Company (or, Contracts identified in SCHEDULE 2.16 have been furnished to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually GoodAero or in the aggregate, would not have a Material Adverse Effect on the Companyits counsel. Except as set forth in Section 3.18 of the Disclosure Scheduleon SCHEDULE 2.16: (i) all Contracts are valid and subsisting, neither and the Company nor any Subsidiary of has duly performed its obligations thereunder in all material respects to the extent such obligations have accrued, and (ii) no breach or default thereunder by the Company is in default or knows of, or has received notice of, any violation or default under (noror, to the knowledge of the Company, does any other party thereto has occurred that could impair the ability of the Company to enforce any material rights thereunder. Except as set forth on SCHEDULE 2.16, there exist are no liabilities of any condition of the parties to any of the Contracts arising from any breach of or default in any provision thereof or which with would permit the passage acceleration of time any obligation of any party thereto or the giving creation of notice a lien or both would result in such a violation or default under) encumbrance upon any Material Contract, except any such default or violation that, individually or in asset of the aggregate, would not have a Material Adverse EffectCompany.

Contracts. (a) Except Section 3.16(a) of the Company Disclosure Letter sets forth a list of all Material Contracts as set forth in the SEC Reports filed prior to of the date of this Agreement or Section 3.18 Agreement. For purposes of the Disclosure Schedulethis Agreement, neither “Material Contract” means any Contract to which the Company nor or any of the its Subsidiaries is a party to or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound by any that: (i) "is or would be required to be filed by the Company as a “material contract" (as such term is defined in ” pursuant to Item 601(b)(10) of Regulation S-K promulgated by under the SEC), Securities Act; (ii) non-competition agreement with respect to a joint venture, partnership or any other agreement or obligation which purports similar arrangement that is material to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the its Subsidiaries, taken as a whole, may be conductedor relates to the formation, creation, governance, economics or control of any such joint venture, partnership or other similar arrangement; (iii) transaction, agreement, arrangement or understanding with any affiliate provides for indebtedness for borrowed money of the Company or such Subsidiary that would be required to be disclosed under Item 404 any of Regulation S-K promulgated by its Subsidiaries having an outstanding or committed amount in excess of $25 million, other than (A) Indebtedness solely between or among any of the SEC, Company and any of its wholly owned Subsidiaries or (B) letters of credit; (iv) voting relates to the acquisition or disposition of any business, assets, or properties (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration under such Contract in excess of $50 million (A) that was entered into after January 1, 2014, or (B) pursuant to which any material earn-out, indemnification or deferred or contingent payment obligations remain outstanding that would reasonably be expected to involve payments by or to the Company or any of its Subsidiaries of more than $15 million after the date hereof (in each case, excluding for the avoidance of doubt, acquisitions or dispositions of supplies, inventory, merchandise or products in the ordinary course of business or of supplies, inventory, merchandise, products, properties or other agreement governing how any Shares shall be votedassets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries); 22 (v) acquisitionis a Contract for the purchase of materials, mergersupplies, asset purchase goods, services, equipment or sale agreement, (vi) agreement other assets which provides for, or relates to, the incurrence provided for aggregate payments by the Company or any Subsidiary of indebtedness the Company of more than $20 million during the fiscal year ended December 31, 2015; (vi) is a Contract with a customer of the Company or any Subsidiary of the Company, including distributors, which provided for borrowed money (including aggregate payments to the Company or any interest rate or foreign currency swapSubsidiary of the Company of more than $20 million during the fiscal year ended December 31, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or 2015; (vii) contract is (or other agreement which contains provisions described in this clause (vii) that are or would reasonably be expected to be) material to the Company and its Subsidiaries, taken as a whole, and contains provisions that prohibit or materially delay the consummation of the Merger Company or any of its Affiliates from competing in or conducting any line of business or grants a right of exclusivity or “most favored nation” right to any Person that prevents the transactions contemplated Company or any of its Affiliates from entering any territory, market or field or freely engaging in business anywhere in the world, other than (A) Contracts that can be terminated (including such restrictive provisions) by this Agreement the Company or any of its Subsidiaries on less than 90 days’ notice without payment by the Company or any of its Subsidiaries of any material penalty, (all contracts B) distribution or customer Contracts entered into in the ordinary course of business granting exclusive rights to sell or distribute certain of the type described Company’s products, (C) license agreements for Intellectual Property limiting the Company’s and its Subsidiaries’ use of such Intellectual Property to specified fields of use and (D) Contracts with customers entered into in clauses the ordinary course of business granting a “most favored nation” right to such customer in respect of certain of the Company’s products or services; or (iviii) through is a license, royalty or similar Contract with respect to Intellectual Property (viiother than generally commercially available, “off-the-shelf” software programs or non-exclusive licenses granted by the Company or any Subsidiary of the Company in the ordinary course of business which do not contain any material restriction or condition on the use or exploitation of any Intellectual Property by the Company or any Subsidiary of the Company) being referred which would reasonably be expected to herein as "Material Contracts")involve payments by or to the Company or any of its Subsidiaries of more than $15 million per any twelve-month period. (b) Each Material Contract is valid and binding on the Company (or, and/or any of its Subsidiaries to the extent such Person is a Subsidiary party thereto, as applicable, and to the Knowledge of the Company is a partyCompany, such Subsidiary) each other party thereto, and is in full force and effect, except where the failure to be valid, binding or in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) the Company and each Subsidiary have of its Subsidiaries, and, to the Knowledge of the Company, any other party thereto, has performed all obligations required to be performed by them to date it under each Material Contract, except where such noncompliancenonperformance would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure ScheduleEffect, (iii) neither the Company nor any Subsidiary of its Subsidiaries has received written notice of the existence of any breach or default on the part of the Company is in default or knows of, or has received notice of, any violation or default of its Subsidiaries under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any where such default or violation thatwould not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (iv) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of the Company or any of its Subsidiaries, or to the Knowledge of the Company, any counterparty under such Material Contract, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) the Company has not received any notice in writing from any Person that such Person intends to terminate, or not renew, any Material Contract. 23 SECTION 3.17.

Contracts. Set forth in Schedule 4.1(q) hereto (a) Except as with Section references corresponding to those set forth in the SEC Reports filed prior to below) is a complete and correct list as of the date hereof of this Agreement all written or Section 3.18 of the Disclosure Scheduleoral agreements, neither the Company nor contracts and commitments, with an annual cost or benefit to any of the Subsidiaries Companies of, unless otherwise indicated, $15,000 or more (the "Contracts"), to which any of the Companies is a party or by which any of the Companies is bound or otherwise affected as of the date hereof (other than insurance or annuity contracts sold by Columbia Life in the ordinary course of business or any agreements or contracts listed on another schedule to or bound by any this Agreement), including: (i) "material contract" (as such term mortgages, indentures, security agreements, loan and credit agreements and other agreements and instruments relating to the borrowing of money or evidence of credit where any of the Companies is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC)debtor, (ii) non-competition agreement agreements or any other agreement or obligation which purports arrangements with insurance agents and agencies and third party administrators (including with respect to limit in any respect group life contracts, the manner in which, or the localities in which, all or any material portion name of the business agent of record for such business) pursuant to which Columbia Life or an Affiliate thereof has paid $25,000 or more in commissions or other consideration during the Company and the Subsidiaries, taken as a whole, may be conductedcalendar year 1995 or 1996, (iii) transaction, agreement, arrangement or understanding with any affiliate contracts for the provision of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation Sdata-K promulgated by the SECprocessing services, (iv) voting finder's, franchise, distribution, sales or other agreement governing how any Shares shall be votedbrokerage agreements, (v) acquisition, merger, asset contracts or options to purchase or sale agreementsell real property, (vi) agreement which provides forcontracts for the purchase of materials, supplies or equipment, or relates tofor providing services, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract contracts, arrangements or treaties with any party regarding reinsurance, excess insurance, ceding of insurance, assumption of insurance, or indemnification with respect to insurance currently being provided directly or indirectly by Columbia Life or regarding the management of any portion of its business or regarding the sale by it of its products through any other agreement company or the sale by any other company of its products through it which would prohibit have been entered into on or materially delay the consummation after January 1, 1996, (viii) contracts with any entity that is an Affiliate of the Merger Companies or with any officer or director of any of the transactions contemplated by this Agreement (all contracts Companies or any officer or director of any other entity that is an Affiliate of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows ofCompanies, or has received notice of, any violation or default under (nor, to the knowledge of the CompanyColumbia, does there exist any condition which with the passage of time corporation controlled by such officer or the giving of notice director, (ix) agreements and instruments representing loans or both would result in such a violation commitments to loan to officers, directors, employees or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.agents (other than insurance

Contracts. (a) Except as set Section 3.15(a) of the Disclosure Schedule sets forth a complete and accurate list of all of the following Contracts to which Seller is a party or is otherwise bound (and with respect to any oral Contract provides a complete description of the terms of such Contract), in each case, related to the operation of the Business: (i) all Contracts with Business Employees, independent contractors and Business Consultants, and all bonus, commission, compensation, pension, insurance, retirement, deferred compensation and other plans, Contracts and other arrangements for the benefit of any Business Employee; (ii) all Contracts involving an annual payment from or to any Person (including any vendor or contractor) in excess of $25,000 individually or $50,000 in the SEC Reports filed prior aggregate with respect to all Contracts with such Person; (iii) all operating and capital leases; (iv) all Contracts for the purchase of Products or services from the Business, including a list of all open purchase orders indicating the purchase order number and date, name of purchaser and dollar amount of the purchase order; (v) all Contracts with any Affiliate, member, manager, director, officer or employee of Seller or any family member or relative or Affiliate of any Seller Parent, manager, director, officer or employee; (vi) all Contracts that grant to any Person any preferential rights to purchase any of the Products or services of the Business or otherwise grants any kind of “most favored nation” status to any Person; (vii) all joint venture, partnership, strategic alliance or other Contracts involving a share of profits or losses with another Person; (viii) all Contracts that contain a covenant not to compete or other covenant restricting the research, development, marketing, sale or other activities of Seller or any successor of the Business (including Buyer) in any line of business or with any Person or in any geographic area or during any period of time, or that limit or restrict the sale or distribution of any Products or services relating to the date Business or the Acquired Assets, or that purport to do any of this Agreement the foregoing; (ix) all Contracts pursuant to which Seller has granted or received exclusive marketing, sales or other rights relating to any Product, service or territory; (x) all Government Contracts; (xi) all sales, agency, representative or similar Contracts; (xii) all Contracts under which Seller subcontracts services to a third party; (xiii) all Contracts granting or permitting any Lien on any of the Acquired Assets; (xiv) all Contracts relating in whole or in part to any Business Intellectual Property; (xv) all Contracts that provide for the indemnification by the Seller of any Person or the assumption Tax, environmental or other Liability of any Person; (xvi) all Contracts outside the ordinary course of business; and (xvii) any other agreement, Contract, lease, license, commitment or instrument to which Seller is a party or by or to which Seller or any of the Acquired Assets is bound or subject, which has an aggregate future liability to any Person in excess of $25,000 individually or $100,000 in the aggregate and is not terminable by Seller by notice of not more than thirty (30) days for a cost of less than $50,000. Seller has delivered to Buyer complete and accurate copies of all Assigned Contracts and all Contracts listed in Section 3.18 3.15(a) of the Disclosure Schedule, including all amendments and other changes thereto. (b) Seller is not in material breach or default under the terms of any Assigned Contract, and there exists no event, condition or occurrence that (with or without due notice or lapse of time, or both) would constitute such a breach or default, nor has Seller received any notice of any breach or default or alleged breach or default under any Assigned Contract. To the Knowledge of Seller, no other party to any Assigned Contract is in breach or default under the terms thereof, and, to the Knowledge of Seller, there exists no event, condition or occurrence that (with or without due notice or lapse of time, or both) would constitute such a breach or default by any such party, nor has Seller received any notice of any breach or default by any such party. The Assigned Contracts have been entered into in the ordinary course of business consistent with past practice, are in full force and effect and are valid and binding obligations of Seller and, to the Knowledge of Seller, the other parties thereto. Seller has not received any notice from any other party to an Assigned Contract of the termination or threatened termination thereof, or of any claim, dispute or controversy with respect thereto, nor, to the Knowledge of Seller, is there any basis therefor. No consent of, or notice to, any third party is required under any Assigned Contract as a result of or in connection with, and neither the Company enforceability nor any of the Subsidiaries is a party to terms or bound by provisions of any (i) "material contract" (as such term is defined Assigned Contract will be affected in Item 601(b)(10) any manner by, the execution, delivery and performance of Regulation S-K promulgated by the SEC), (ii) non-competition agreement this Agreement or any other agreement or obligation which purports to limit in any respect the manner in whichRelated Agreement, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts")hereby or thereby. Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect.3.16

Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 3.15 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries Letter is a party list of all contracts, agreements, commitments and other documents to or bound by any (i) "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary is a party as of indebtedness the date hereof or by which the Company, any Subsidiary, or any of their assets is in any way affected or bound as of the date hereof, and that relate to (i) leases with respect to any personal property of the Company or its Subsidiaries which provide for borrowed money the receipt or expenditure by the Company or its Subsidiaries, after the date of this Merger Agreement, of more than $250,000; (ii) sales contracts which provided for the receipt or expenditure by the Company or its Subsidiaries of more than $750,000 during calendar year 2001; (iii) contracts or commitments for future capital expenditures or acquisitions in excess of $100,000 for one project or set of related projects (other than capital expenditures described in the capital budget referred to in Section 3.15 of the Disclosure Letter, a copy of which budget has been furnished to Parent); (iv) guarantees of third party obligations in excess of $100,000 (other than guarantees included in the Leases and guarantees of the performance of contractual obligations of the Company's Subsidiaries); (v) agreements (including non-competition agreements) which restrict the kinds of businesses in which the Company or its Subsidiaries may engage or the geographical area in which any interest rate or foreign currency swapof them may conduct their business; (vi) indentures, capmortgages, collar, hedge or insurance agreements, or options or forwards on such agreements, loan agreements or other similar agreements for relating to the purpose borrowing of managing money by the interest rate Company, the granting of Liens by the Company or foreign exchange risk associated with its financing)lines of credit by the Company, or in each case, involving an amount in excess of $100,000; (vii) contract brokerage or finders agreements (other agreement which would prohibit than those relating to the Leases); (viii) employment agreements (excluding employment arrangements with at will employees), consulting agreements, severance agreements or materially delay management agreements involving an annual salary, an annual fee or a severance payment in an amount in excess of $125,000; or (ix) licenses of intellectual property granted by or to the consummation Company or its Subsidiaries (except for licenses granted by the Company or its Subsidiaries in the ordinary course of its business and shrinkwrap or clickwrap agreements or agreements relating to "off-the-shelf" software that is generally available to the public) (all items required to be disclosed in Section 3.15 of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) Disclosure Letter being hereinafter referred to herein as "Material Contracts"). Each To the knowledge of the Company, all Material Contract is Contracts are legally valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and each of the Company and each its Subsidiaries have duly performed its obligations thereunder in all material respects. There are no material breaches or defaults by the Company or any Subsidiary have performed all obligations required under such Material Contracts and to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule's knowledge, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation no material breach or default under (nor, to by any party thereto has occurred. The Company has previously made available for inspection by the knowledge Parent a true and correct copy of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any all written Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectContracts.

Contracts. Other than (i) Contracts that involve $10,000 or less and are cancelable by the Company without penalty on thirty (30) days or less notice, (ii) purchase orders for inventory or supplies arising in the Ordinary Course of Business, and (iii) accounts receivable arising in the Ordinary Course of Business, Schedule 4.15 sets forth all of the Contracts to which the Company is a party or by which any of the assets of the Company are bound, including, without limitation, any contract, agreement, lease, instrument, guarantee, bid, order or proposal (a) governing the borrowing of money or the Guarantee or the repayment of Indebtedness or granting of Liens on any property or asset of the Company (including any such Contract under which the Company has incurred any Indebtedness); (b) providing for the employment of any Person; (c) containing covenants limiting the freedom of the Company to compete in any line of business or with any Person or in any geographic area or market; (d) for the use of or restricting the use of the Intellectual Property; (e) with any directors, officers, employees, Shareholders of the Company or Affiliates of the Shareholders; (f) providing for the purchase, maintenance or acquisition, or the sale or furnishing, of materials, supplies, merchandise or equipment (including, without limitation, computer hardware or software or other property or services) in excess of $10,000; (g) granting to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any right, asset or property of the Company; (h) pertaining to the lease of equipment or other personal property, where the aggregate lease payments exceed $10,000; (i) providing for any offset, countertrade or barter arrangement; (j) involving a written distributor, sales representative, broker or advertising arrangement that by its express terms is not terminable by the Company at will or by giving notice of 30 days or less, without liability; (k) establishing a joint venture; (l) involving management services, consulting services, support services or any other similar services including, without limitation, service agreements under which the Company is required to provide services to federal and state governments, and/or commercial customers, insurers, self-insured employees or any governmental or private health plan, managed-care plan or other similar Person; (m) involving the Company’s acquisition of any business enterprise whether via stock or asset purchase or otherwise; (n) pursuant to which, as of the date of this Agreement, the Company provides services or products, including, without limitation, the sub-contracting by the Company to any other Person, or by any other Person to the Company of any services or the manufacturing of any products; or (o) relating to a teaming arrangement. The Company has provided or made available to the Buyer true and complete copies of each such Contract, as amended to date. Each Contract listed on Schedule 4.15 (or required to be listed on Schedule 4.15) is a valid, binding and enforceable obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Laws and principles of equity affecting creditors’ rights and remedies generally. With respect to the Contracts listed on Schedule 4.15 (or required to be listed on Schedule 4.15): (a) neither the Company nor to the knowledge of the Shareholders, any other party thereto is in default under or in violation of any Contract, including any requirement that Company employees must be qualified to work within the labor category descriptions mandated in the Contracts; (b) no event has occurred which, with notice or lapse of time or both, would constitute such a default or violation; and (c) the Company has not released any of its rights under any Contract. Except as set forth in on Schedule 4.15, the SEC Reports filed prior to Company, using reasonable budgeting and forecasting assumptions, does not forecast losses from the date performance of this Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor its obligations under any of the Subsidiaries is a party to or bound by any (i) "material contract" (Contracts. Except as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates toset forth on Schedule 4.15, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred will not allow a prime contractor to herein as "Material Contracts"). Each Material any Contract is valid and binding on the Company (or, pursuant to the extent a Subsidiary of which the Company is a party, subcontractor any additional right to terminate such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the The Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which compliance with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectGSA contract clause 552.238-75.

Contracts. (a) Except as set Schedule 3.14 sets forth in the SEC Reports filed prior to the date of this Agreement or Section 3.18 all of the Disclosure Schedule, neither following --------- Contracts to which the Company nor or any of the Subsidiaries is a party or by or to which any of them or any of their Properties may be bound by any or subject: (i) "material contract" (as such term Contracts with any current or former officer, director, shareholder, employee, consultant, agent or other representative or with an entity in which any of the foregoing is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), a controlling Person; (ii) non-competition agreement Contracts with any labor union or association representing any other agreement employee or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, former employee; (iii) transactionContracts for the sale of any Properties other than in the ordinary course of business or for the grant to any Person of any option or preferential rights to purchase any material Properties; (iv) partnership or joint venture agreements; (v) Contracts under which the Company or any of the Subsidiaries agrees to indemnify any party or to share tax liability of any party; (vi) material Contracts which cannot be cancelled without liability, agreement, arrangement premium or understanding with any affiliate penalty only on 90 days' or more notice; (vii) Contracts containing covenants of the Company or such Subsidiary that would be required any of the Subsidiaries not to be disclosed under Item 404 compete in any line of Regulation S-K promulgated by business or with any Person in any geographical area or covenants of any other Person not to compete with the SEC, Company or any of the Subsidiaries in any line of business or in any geographical area; (ivviii) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, Contracts relating to the incurrence acquisition by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger Subsidiaries of any operating business or the capital stock of any other Person; (ix) Contracts relating to the borrowing of money; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of the Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) Contracts pursuant to which the Company or any of the transactions contemplated Subsidiaries may hold or use any interest owned or claimed by this Agreement (all contracts the Company or any of the type described Subsidiaries in clauses or to any material Property; (ixii) through management Contracts and other similar agreements with any Person; (viixiii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, any other Contracts pursuant to the extent terms of which there is either a Subsidiary current or future obligation or right of the Company is a partyor any of the Subsidiaries to make payments in excess of $50,000 or receive payments in excess of $100,000; (xiv) Contracts with respect to the development, financing or production of motion picture, video, television or interactive productions; (xv) Distribution Contracts; (xvi) material Contracts relating to the acquisition of Product, including Contracts relating to the acquisition of licensing and distribution rights with respect to such SubsidiaryProduct; (xvii) Contracts with motion picture studios; (xviii) Contracts relating to television sales and is in full force and effect, and distribution of Product; (xix) Contracts entitling the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contractor its Subsidiaries or any Affiliate, except where such noncompliance, individually or in including the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (norStockholders, to the knowledge of the Company, does there exist Contingent Compensation; and (xx) material Contracts relating to any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effectother Product.

Contracts. (a) Except as set Section 3.13(a) of the Company Disclosure Schedule sets forth a true and complete list of each Contract of the Company or any Company Subsidiary, that is included within any of the following categories: (i) any Contract that materially limits the freedom of the Company, any Company Subsidiary or any of the Company’s current or future affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, or to hire any individual or group of individuals, (ii) any Contract that by its terms limits the SEC Reports filed prior payment of dividends or other distributions by the Company or any Company Subsidiary, (iii) any Contract that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company of any Company Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses, (iv) any Contract for the acquisition of a business or Person that was entered into outside the ordinary course of business and that contains ongoing material obligations of the Company or any Company Subsidiary, (v) any divestiture or disposition Contract that contains ongoing indemnification or other material obligations of the Company or any Company Subsidiary, (vi) each Contract relating to indebtedness for borrowed money or the guaranty of repayment of indebtedness for borrowed money, except for any such Contract with an aggregate outstanding principal amount not exceeding $1,000,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty, (vii) any lease, sublease or other Contract with respect to the Leased Real Property (“Lease Agreement”) involving payments by the Company or the Company Subsidiaries in excess of $2,000,000 in 2010 or any year thereafter, (viii) any Contract pursuant to which the Company or any Company Subsidiary has granted most favored nation pricing to any third party and which obligations will be effective after the date of this Agreement Agreement; (ix) any joint development Contract; (x) all Contracts, other than licenses to Commercially Available Software, pursuant to which the Company or Section 3.18 any Company Subsidiary obtains the right or license to embed the Intellectual Property or Software of any third party into the Company Products or otherwise sells the Intellectual Property or Software of any third party pursuant to Contracts of the Disclosure ScheduleCompany or any Company Subsidiary and the end-customer under the Company’s or a Company Subsidiary’s name; (xi) any Contract relating to the settlement of any civil, neither administrative or judicial proceedings that contains ongoing obligations of the Company nor or any of the Subsidiaries is a party to Company Subsidiary; or bound by (xii) any (i) "other “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC), (iiother than those “material contracts” described in Item 601(b)(10)(ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by of the SEC, . Each Contract (ivA) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses this Section 3.13(a), whether or not disclosed in response to this Section 3.13(a), and (iB) through (vii) being of the type required to be disclosed in Section 3.15 of the Company Disclosure Schedule, whether or not disclosed in Section 3.15 of the Company Disclosure Schedule, is referred to herein as "a “Company Material Contracts"). Each Contract.” True and complete copies of each Company Material Contract is valid and binding on have been provided by the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows ofParent, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which publicly filed with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse EffectSEC.