Common use of Agreements, Contracts and Commitments Clause in Contracts

Agreements, Contracts and Commitments. (a) Section 3.11(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) each contract and agreement with consideration paid or payable to the Company or any of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 months; (ii) each contract and agreement with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products of the Company or any Subsidiary, for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any 12-month period; (iii) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under non-disclosure and confidentiality agreements entered into in the ordinary course of business, (C) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business; (xiv) all contracts for the development of Company Registered IP for the benefit of the Company, other than employment or consulting agreements entered into on the form of such agreement made available in the Virtual Data Room, without modification; (xv) all contracts under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary. (b) (i) each Company Material Contract is a legal, valid and binding obligation of the Company or the Subsidiaries and, to the knowledge of the Company, the other parties thereto, and neither the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished or made available to MEDS in the Virtual Data Room true and complete copies of all Company Material Contracts, including any amendments thereto that are material in nature to the extent Company has a copy of such Company Material Contracts.

Agreements, Contracts and Commitments. (a) Section 3.11(a3.13(a) of the Company Disclosure Schedule lists, Schedules identifies each of the following material Company Contracts in effect as of the date of this Agreement, the following types of contracts and agreements to which the Effective Date other than any Company or any Subsidiary is a party or by which any of their respective assets is bound Benefit Plans (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) each contract and Company Contract relating to any agreement with consideration paid or payable to guarantee the Company or any indebtedness of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 monthsa third party; (ii) each contract and agreement with suppliers to Company Contract containing (A) any covenant limiting the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products freedom of the Company or the Surviving Corporation to engage in any Subsidiaryline of business or compete with any Person, for expenditures paid (B) any most-favored pricing arrangement, (C) any exclusivity provision, or payable by the Company or (D) any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any 12non-month periodsolicitation provision; (iii) each contract Company Contract relating to capital expenditures and requiring payments after the Effective Date in excess of $25,000 pursuant to its express terms and not cancelable without penalty; (iv) each Company Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity; (v) each Company Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit or creating any material Encumbrances with respect to any assets of the Company or any loans or debt obligations with officers or directors of the Company; (vi) each Company Contract requiring payment by or to the Company after the date of this Agreement Effective Date in excess of $250,000 25,000 pursuant to its express terms relating to to: (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or distribution agreement; (B) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; ; or (ivC) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts any Contract to license any third party to manufacture or agreements involving the payment of royalties produce any product, service or other amounts calculated based upon the revenues or income technology of the Company or any Subsidiary Contract to sell, distribute or income commercialize any products or revenues related to any product service of the Company, in each case, except for Company or any Subsidiary to which Contracts entered into in the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any Ordinary Course of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any personBusiness; (vii) all partnershipeach Company Contract with any Person, joint venture including any financial advisor, broker, finder, investment banker or similar agreementsother Person, providing advisory services to the Company in connection with the Transactions; (viii) all contracts and agreements with any Governmental Authority to which the each Company or any Subsidiary is a party, other than any permitsReal Estate Lease; (ix) each Company Contract with any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligationGovernmental Authority; (x) all contracts and agreements that limit, each Company IP Rights Agreement required to be listed on Section 3.12(c) or purport to limit, the ability Section 3.12(d) of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clausesDisclosure Schedules; (xi) all Leaseseach Company Contract containing any royalty, and all leases dividend or master leases similar arrangement based on the revenues or profits of personal property, likely to result in annual payments of $250,000 or more in a 12-month period;the Company; or (xii) all contracts involving use ofany other Company Contract that is not terminable at will (with no penalty or payment) by the Company, as applicable, and (A) which involves payment or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP receipt by the Company or after the Effective Date under any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer such agreement, copies contract or commitment of which have been made available more than $25,000 in the Virtual Data Roomaggregate, or obligations after the Effective Date in excess of $25,000 in the aggregate, or (B) limited licenses that is material to confidential information under non-disclosure and confidentiality agreements entered into in the ordinary course of business, (C) agreements with employees, independent contractors business or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business; (xiv) all contracts for the development of Company Registered IP for the benefit operations of the Company, other than employment or consulting agreements entered into on the form of such agreement made available in the Virtual Data Room, without modification; (xv) all contracts under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary. (b) (i) each Company Material Contract is a legal, valid and binding obligation of the Company or the Subsidiaries and, to the knowledge of the Company, the other parties thereto, and neither the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished delivered or made available to MEDS in the Virtual Data Room true Parent accurate and complete copies of all Company Material Contracts, including any all amendments thereto thereto. There are no Company Material Contracts that are material not in nature written form. Neither the Company, nor to the extent Company’s Knowledge, has any other party to a Company has a copy Material Contract, breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of any Company Material Contract in such manner as would permit any other party to cancel or terminate any such Company Material ContractsContract, or would permit any other party to seek damages which would reasonably be expected to be material to the Company or its business. Each Company Material Contract is valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant to the terms of any Company Material Contract to change, any material amount paid or payable to the Company under any Company Material Contract or any other material term or provision of any Company Material Contract. (c) There is no stockholders’ agreement, voting agreement, registration rights agreement, co-sale agreement or other similar Contract between the Company and any holders of Company Common Stock, including any such Contract granting any Person investor rights, rights of first refusal, rights of first offer, registration rights, director designation rights, transaction veto rights or similar rights.

Agreements, Contracts and Commitments. (a) Section 3.11(a) Schedule 4.20 of the Company Disclosure Schedule listsLetter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, of the “Company Material Contracts”):Group Companies shall mean each of the following Contracts to which any of the Group Companies is a party: (i) each contract and agreement with consideration paid or payable to the Company or any of the Subsidiaries Each Contract continuing over a period of more than $250,000, in twelve (12) months from the aggregate, over the past 12 months; (ii) each contract date thereof and agreement with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products of the Company or any Subsidiary, for expenditures paid or payable not terminable by the Company upon sixty (60) days’ or any Subsidiary requiring payment obligation of an amount equal to less notice without liability or greater than $250,000 over any 12-month period; penalty (iii) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on agreements for the provision of Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, products or services and (B) limited licenses to confidential information under non-disclosure purchase orders with suppliers or customers, in each case (A) and confidentiality agreements (B), entered into in the ordinary course of business) that the Company reasonably anticipates will involve annual payments or consideration furnished by or to any of the Group Companies of more than $2,500,000; (ii) Each note, (C) agreements with employeesdebenture, independent contractors other evidence of indebtedness, guarantee, loan, credit or consultants on the Company’s standard form of invention assignment and proprietary information financing agreement or consultant agreement (copies instrument or other contract for money borrowed by any of which have been made available to MEDS)the Group Companies from a third party, and (D) other non-exclusive non-material licenses to Company Registered IP granted in each case, having an outstanding principal amount in excess of $2,500,000, but excluding guarantees of performance under Government Contracts entered into in the ordinary course of business; (xiviii) all contracts Each Contract for the development acquisition of Company Registered IP any Person or any business division thereof or the disposition of any material assets of any of the Group Companies (other than in the ordinary course of business), in each case, whether by merger, purchase or sale of stock or assets or otherwise (other than Contracts for the benefit purchase or sale of inventory or supplies entered into in the ordinary course of business) occurring in the last five years and/or relating to the pending or future acquisitions or dispositions; (iv) Each obligation to make payments, contingent or otherwise, arising out of the Companyprior acquisition of the business, assets or stock of other Persons; (v) Each collective bargaining agreement with any labor union; (vi) Each employment or consulting (with respect to an individual independent contractor) Contract providing for annual base salary or annual commitment consulting fee payments in excess of $350,000, excluding any such employment, consulting, or management Contract that either: (A) is terminable by the Company or the applicable Company Subsidiary at will; or (B) provides for severance, notice and/or garden leave obligations of 90 days or less or such longer period as is required by Applicable Legal Requirements; (vii) Each lease, rental agreement, installment and conditional sale agreement, or other Contract that, in each case, (A) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any personal property; and (B) involves annual payments in excess of $2,500,000; (viii) Each joint venture Contract, partnership agreement or limited liability company agreement with a third party (in each case, other than employment or consulting with respect to wholly owned Company Subsidiaries); (ix) Each Contract, other than teaming agreements entered into on in connection with the form pursuit of such agreement a specific Government Contract or subcontract thereto or customary non-disclosure agreements, that purports to limit or contains covenants expressly limiting in any material respect the freedom of any of the Group Companies to: (A) compete with any Person in a product line or line of business, (B) otherwise develop, market, sell, distribute or otherwise exploit any service or products; or (C) operate in any geographic area; (x) Each Contract (other than those made available in the Virtual Data Roomordinary course of business): (A) providing for the grant of any preferential rights to purchase or lease any material asset (other than any services or products) of the Group Companies; or (B) providing for any right (exclusive or non-exclusive) to sell or distribute any material product or service of any of the Group Companies; (xi) Each Contract pursuant to which any of the Group Companies licenses material Intellectual Property from a third party, without modificationother than click-wrap, shrink-wrap and off-the-shelf software licenses, and any other software licenses that are available on standard terms to the public generally with license, maintenance, support and other fees less than $50,000 per year; (xii) Each Contract containing an assignment or license to any third party of any material Owned Intellectual Property, or any covenant not to assert or enforce, any material Owned Intellectual Property against any third party, in each case, except non-exclusive licenses or covenants not to assert or enforce any such Intellectual Property granted by any Group Company to any third parties (including customers, suppliers, consultants, and independent contractors) in the ordinary course of business; (xiii) Each Contract containing a license to any Group Company under any Licensed Intellectual Property; (xiv) Each Contract pursuant to which any material Owned Intellectual Property is or was developed by any third party for any Group Company (in each case excluding (i) non-exclusive licenses to “off the shelf” third party computer software that is licensed on generally available, standard commercial terms and (ii) licenses for open-source software); (xv) all contracts under which Each Contract that contains a most-favored nations clause, non-competition covenant, non-solicitation of employees, customers or clients covenant or any brokerother covenant that restricts, finder precludes or investment banker is entitled limits any of the Group Companies (or purports to bind any brokerage, finder’s Affiliate thereof) from operating or other fee freely engaging in any line of business or commission in connection any geographic location or with the Contemplated Transactionsany Person or during any period of time, or which has a fee tail still in effectfrom developing, based upon arrangements made by marketing, selling, distributing or on behalf of the Company otherwise exploiting any service or any Subsidiaryproducts; (xvi) all contracts All Contracts that provide for grant to any counterparty to such Contract a right of first refusal, first offer or first negotiation, or similar right with respect to any material assets, rights, or properties of the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the SubsidiariesGroup Companies; (xvii) all contracts between All Contracts that contain indemnification provisions, an earn-out or the Company and any holders payment of more a deferred purchase price other than 2% in the ordinary course of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Sharesbusiness; (xviii) all contracts All Contracts that are settlement, conciliation, or agreements under which similar agreements, other than releases entered into with former employees or independent contractors in the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basisordinary course of business; (xix) All Contracts involving transactions with an Affiliate of the Company; (xx) each Leased Real Property lease; and (xixxxi) all agreements for the development of Each obligation to register any Company Registered IP for the benefit Common Stock, Company Preferred Stock or other securities of the Company or with any SubsidiaryGovernmental Entity. (b) All Company Material Contracts are: (i) each Company Material Contract is a legalin full force and effect, valid and binding obligation of the Company or the Subsidiaries and, subject to the knowledge of the Company, the other parties thereto, and neither the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material ContractRemedies Exception; and (ii) represent the valid and binding obligations of the Company and or one of the Company Subsidiaries have not received any writtenparty thereto and, or to the knowledge Knowledge of the Company, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of or, to represent the knowledge valid and binding obligations of the Companyother parties thereto. True, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished or made available to MEDS in the Virtual Data Room true correct and complete copies of all Company Material ContractsContracts have been made available to Parent. None of the Group Companies nor, including any amendments thereto that are material in nature to the extent Company Knowledge of the Company, any other party thereto, is in breach of or default under, and no event has occurred which with notice or lapse of time or both would become a copy breach of such or default under, any of the Company Material Contracts, and no party to any Company Material Contract has given any written or, to the Knowledge of the Company, oral, claim or notice of any such breach, default or event, which individually or in the aggregate, would be reasonably likely to be material to the Group Companies, taken as a whole.

Agreements, Contracts and Commitments. (a) Section 3.11(a4.19(a) of the Company Disclosure Schedule listsLetter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “Company Material Contract” of the Group Companies shall mean each of the following Contracts to which a Group Company is a party as of the date of this Agreement, the following types of contracts and agreements to which the in each case, other than any Employee Benefit Plan or Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, the “Company Material Contracts”):Real Property Lease: (i) each contract and agreement with consideration paid Contract that involved the expenditure or payable to receipt by the Company or any of the Subsidiaries Group Companies of more than $250,000, 10,000,000 in the aggregateaggregate during the twelve (12) month period ending on December 31, over 2020 or would involve the past 12 monthsexpenditure or receipt by Group Companies of more than $10,000,000 in the aggregate in the twelve (12) month period ending December 31, 2021; (ii) each contract and agreement with suppliers any Contract that purports to the Company or limit in any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products of the Company or any Subsidiary, for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any 12-month period; (iii) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to material respect (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or localities in which the Group Companies’ businesses may be conducted, (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Group Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete from engaging in any line of business or with (C) any person Group Company from developing, marketing or entity selling products or in services, including any geographic area non-compete agreements or during agreements limiting the ability of any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clausesthe Group Companies from soliciting customers or employees; (xiiii) all Leasesany Contract that is related to the governance or operation of any joint venture, and all leases partnership or master leases similar arrangement, other than such contract solely between or among any of personal property, likely to result in annual payments of $250,000 or more in a 12-month periodthe Group Companies; (xiiiv) all contracts involving use of, any Contract for or grant relating to any borrowing of any rights to or in, any Company-Licensed IP money by or to from the Company in excess of $100,000,000 (excluding any intercompany arrangements solely between or among any Subsidiariesof the Group Companies); (xiiiv) contracts any employment or management Contract providing for annual payments in excess of $1,500,000; (vi) each Contract that contains a put, call, right of first refusal, right of first offer or similar right pursuant to which involve the license Group Companies would be required to, directly or grant indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets or business of rights any other Person; (vii) any Contracts relating to Company Registered IP by the sale of any operating business of any Group Company or the acquisition by any Subsidiary Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, in each case involving consideration therefor in an amount in excess of $20,000,000 and for which any Group Company has any material outstanding obligations (other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under customary non-disclosure and confidentiality agreements similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business); (viii) any collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization, or works council; (Cix) agreements with employees, independent contractors any material Contract under which any of the Group Companies: (A) licenses or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement is granted rights to use material Intellectual Property from any third party (copies of which have been made available to MEDS“Inbound License”), other than Incidental Inbound Licenses; or (B) licenses or grants rights to use Intellectual Property to any third party (other than (1) non-disclosure or confidentiality agreements or any other Contract that includes confidentiality provisions entered into in the ordinary course of business whereby any of the Group Companies provides another Person a limited, non-exclusive right to access or use Trade Secrets and (D2) other non-exclusive non-material licenses granted to Company Registered IP granted suppliers, vendors, distributors or customers in the ordinary course of business; (xiv) all contracts for the development of Company Registered IP for the benefit of the Company, other than employment or consulting agreements entered into on the form of such agreement made available in the Virtual Data Room, without modification; (xv) all contracts under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis); and (xixx) all agreements for the development of Company Registered IP for the benefit any obligation to make any material payments, contingent or otherwise, arising out of the Company prior acquisition of the business, assets or any Subsidiarystock of other Persons. (b) Except for each Company Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable Group Company or the Subsidiaries party thereto and, to the knowledge Knowledge of the Company, represents a legal, valid and binding obligation of the other parties theretocounterparties thereto (subject in each case to the Enforcement Exceptions), and (ii) neither the Company nor nor, to the Knowledge of the Company, any Subsidiary other party thereto, is in material breach of or violation of, or in default under, any Company Material Contract nor and no event has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledgeoccurred which, no other party is in with notice or lapse of time or both, would become a material breach or violation of, of or default under, any Company Material Contract; , and (iiiii) the Company and the Subsidiaries have not received any written, or to the knowledge as of the Companydate of this Agreement, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No no party to a any Company Material Contract has given any written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification claim of any Company Material Contractsuch breach, default or event. The Company has furnished or made available to MEDS in the Virtual Data Room true True, correct and complete copies of all Company Material Contracts, including any amendments thereto that are material in nature Contracts (other than Incidental Inbound Licenses) have been made available to the extent Company has a copy of such Company Material ContractsSPAC.

Agreements, Contracts and Commitments. (ai) Section 3.11(a) of the The Company Disclosure Schedule listssets forth a true, as complete and correct list of the date of this Agreement, all the following types of contracts and agreements agreements, arrangements or understandings, whether written or oral, to which the Company or any Subsidiary of its Subsidiaries is a party party, (A) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or by which otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess of their respective assets is bound $100,000 per year, (eachC) partnership agreements, a “Company Material Contract” and collectivelyjoint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the “Company Material Contracts”): ordinary course of business for the benefit of the Company's or its Subsidiaries' vendors or customers, (iE) each contract and agreement with consideration paid profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or payable to other plans or arrangements for the benefit of current or former employees or directors of the Company and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 months; (ii) each contract and agreement with suppliers to the Company employees or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products affiliates of the Company Company, except for reimbursable business expenses (as determined in accordance with the Company's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or any Subsidiaryreceipt of materials, software, supplies, goods, services, equipment or other assets that provide for expenditures paid either annual or payable aggregate payments by the Company or any Subsidiary requiring payment obligation its Subsidiaries of an amount equal to $100,000 or greater more (other than $250,000 over any 12-month period; Hydrocarbon Agreements), (iiiJ) each contract requiring payment sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by the Company or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to 100,000 or more (Aother than Hydrocarbon Agreements), (K) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract term sheets relating to the acquisition or disposition of any business or asset assets of the Company (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect ), excluding documentation relating to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts this Agreement and agreements that limitor terms sheets in existence prior to December 31, or purport to limit1998, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality (L) Hydrocarbon Agreements; and (M) other agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or which are material to the Company or any Subsidiaries; (xiii) contracts which involve collectively the license or grant of rights to "Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under non-disclosure and confidentiality agreements entered into in the ordinary course of business, (C) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been made available to MEDSMaterial Agreements"), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business; (xiv) all contracts for the development of Company Registered IP for the benefit of the Company, other than employment or consulting agreements entered into on the form of such agreement made available in the Virtual Data Room, without modification; (xv) all contracts under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary. (bii) (i) The Company has delivered to Parent a true, complete and correct copy of each Company Material Contract Agreement. (iii) Each Company Material Agreement is a in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of the Company or its Subsidiaries, as the Subsidiaries andcase may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, and the Company or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by the Company or its Subsidiaries, as the case may be. No other party to any of the Company Material Agreements (A) is, to the knowledge of the Company, in default in the other parties theretoperformance of any covenant or obligation to be performed by it pursuant to any such Company Material Agreement or (B) has given notice that it intends to terminate, and or alter in any way adverse to the Company, its performance under such Company Material Agreement. Except as set forth in the Company Disclosure Schedule, neither the Company nor any Subsidiary of its Subsidiaries is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of orany contract, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract agreement or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished or made available to MEDS arrangement which provides for payments in the Virtual Data Room true and complete copies event of all Company Material Contracts, including any amendments thereto that are material in nature to the extent Company has a copy change of such Company Material Contractscontrol.

Agreements, Contracts and Commitments. (a) Section 3.11(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) each contract and agreement with consideration paid or payable to the Company or any of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 months; (ii) each contract and agreement with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products of the Company or any Subsidiary, for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any 12-month period; (iii) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under non-disclosure and confidentiality agreements entered into in the ordinary course of business, (C) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been made available to MEDSUGRO), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business; (xiv) all contracts for the development of Company Registered IP for the benefit of the Company, other than employment or consulting agreements entered into on the form of such agreement made available in the Virtual Data Room, without modification; (xv) all contracts under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary. (b) (i) each Company Material Contract is a legal, valid and binding obligation of the Company or the Subsidiaries and, to the knowledge of the Company, the other parties thereto, and neither the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished or made available to MEDS UGRO in the Virtual Data Room true and complete copies of all Company Material Contracts, including any amendments thereto that are material in nature to the extent Company has a copy of such Company Material Contracts.

Agreements, Contracts and Commitments. (a) Section 3.11(aSchedule 5.17(a) of the Company Plutus Disclosure Schedule listsLetter sets forth a true, correct and complete list of each Plutus Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “Plutus Material Contract” of the Plutus Group Companies shall mean each of the following types of contracts and agreements Contracts to which the an Plutus Group Company or any Subsidiary is a party or by which any as of their respective assets is bound (each, a “Company Material Contract” and collectively, the “Company Material Contracts”):date hereof: (i) each contract and agreement with consideration paid any Contract or payable purchase commitment reasonably expected to the result in future payments to or by any Plutus Group Company or any in excess of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 monthsUS$500,000 per annum; (ii) each contract and agreement (x) any Contract with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products top 5 customers of the Company Plutus Group Companies (the “Plutus Material Customers”) as determined by revenue and (y) top 5 suppliers and distributors of the Plutus Group Companies by amounts payables (the “Plutus Material Suppliers”) (all, other than purchase or any Subsidiaryservice orders accepted, for expenditures paid confirmed or payable by entered into in the Company ordinary course of business or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any with professional advisors), in each case during the 12-month periodperiod ended on December 31, 2024; (iii) each contract requiring payment by or any Contract that purports to the Company after the date of this Agreement limit in excess of $250,000 pursuant to its express terms relating to any material respect (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or localities in which the Plutus Group Companies’ businesses may be conducted, (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Plutus Group Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete from engaging in any line of business or with (C) any person Plutus Group Company from developing, marketing or entity selling products or in services, including any geographic area non-compete agreements or during agreements limiting the ability of any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clausesthe Plutus Group Companies from soliciting customers or employees; (xiiv) all Leasesany Contract that is related to the governance or operation of any joint venture or partnership that has involved a sharing of revenues, and all leases profits, cash flows, expenses or master leases losses with any other party or a payment of personal propertyroyalties to any other party, likely to result in annual payments other than such Contract solely between or among any of $250,000 or more in a 12-month periodthe Plutus Group Companies; (xiiv) all contracts involving use ofany Contract for or relating to any borrowing of money by or from any of the Plutus Group Companies in excess of US$2,000,000 (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among any of the Plutus Group Companies); (vi) any Contract (other than those made in the ordinary course of business): (A) providing for the grant of any rights of refusal, rights of first negotiation, most-favored-nation or similar rights to purchase or inlease any asset of the Plutus Group Companies; or (B) providing for any exclusive rights, rights of refusal, rights of first negotiation, most-favored-nation or similar rights to sell or distribute any Company-Licensed IP by product or to service of any of the Company or any SubsidiariesPlutus Group Companies; (xiiivii) contracts which involve any obligation to register any Plutus Shares or other securities of the license or grant Plutus Group Companies with any Governmental Entity (other than ordinary course requirements of rights foreign applicable Legal Requirements related to Company Registered IP by the recording with an applicable Governmental Entity of the ownership of non-U.S. Plutus Group Companies); (viii) any Contracts relating to the sale of any operating business of any Plutus Group Company or the acquisition by any Subsidiary Plutus Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, and for which any Plutus Group Company has any material outstanding obligations (other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under customary non-disclosure and confidentiality agreements similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business); (ix) any labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization, or works council; (Cx) agreements with employeesany Contract for the use by any of the Plutus Group Companies of any tangible property where the annual lease payments are greater than US$500,000 (other than any lease of vehicles, independent contractors office equipment or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been operating equipment made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business) (the “Material Plutus Real Property Leases”); (xi) any material Contract under which any of the Plutus Group Companies: (A) is granted a license, option, covenant not to sue or any right to or under any material Intellectual Property from any third party, other than Incidental Inbound Licenses or licenses for Open Source Software; or (B) grants a license, option, covenant not to sue, or any right to or under any material Plutus Owned IP to any third party, other than non-exclusive licenses granted to contractors, suppliers, vendors, distributors or customers in the ordinary course of business in object code form, for the use by such customers of the Plutus Group Companies’ products or services or the provision of services by such contractors, suppliers, vendors, or distributors to the Plutus Group Companies; (xii) any Contract involving any resolution or settlement of any actual or threatened Legal Proceeding that is material to the Plutus Group Companies or their businesses or that imposes material non-monetary obligations on an Plutus Group Company, including any material restriction on the use, licensing or registration of any material Intellectual Property (including co-existence agreements); (xiii) any Contract relating to the development of material Intellectual Property by, with or for the Plutus Group Companies (other than Plutus Contributor Agreements); (xiv) all contracts for the development of Company Registered IP for the benefit any Contract filed (or which is required to be filed) as an exhibit to P▇▇▇▇▇’s most recently filed annual report on Form 20-F as a “material contract” pursuant to Item 4 of the Company, other than employment or consulting agreements entered into on Instructions to Exhibits of Form 20-F under the form of such agreement made available in the Virtual Data Room, without modification;Exchange Act; and (xv) all contracts under which any brokerobligation to make any material payments, finder contingent or investment banker is entitled to any brokerageotherwise, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf arising out of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% prior acquisition of the Company Common Shares (assuming the full conversion business, assets or exercise stock of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any SubsidiaryPersons. (b) (i) each Company Each Plutus Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable Plutus Group Company or the Subsidiaries party thereto and, to the knowledge Knowledge of Plutus, represents a legal, valid and binding obligation of the Company, the other parties counterparties thereto, and neither except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Neither the applicable Plutus Group Company nor nor, to the Knowledge of Plutus, any Subsidiary other party thereto, is in material breach of or violation ofin default under, and no event has occurred which with notice or lapse of time or both would reasonably be expected to become a material breach of or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company Plutus Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No and no party to a Company any Plutus Material Contract has given any written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification claim of any Company Material Contractsuch breach, default or event. The Company has furnished or made available to MEDS in the Virtual Data Room true True, correct and complete copies of all Company Plutus Material Contracts, including any amendments thereto that are material in nature Contracts have been made available to the extent Company has a copy of such Company Material ContractsTarget.

Agreements, Contracts and Commitments. (a) Section 3.11(a) Schedule 3.19 hereto sets forth a complete and accurate list of the Company Disclosure Schedule lists, as of the date of this Agreementfollowing Contracts (collectively, the following types of contracts and agreements “Material Company Group Contracts”) to which the Company or any Subsidiary Group is a party or by or to which any of their respective the properties or assets is bound of the Company Group may be bound, subject or affected, excluding Contracts made in the ordinary course of business for the purchase of equipment and supplies for the construction of solar projects (each, a “Company Material Contract” and collectively, the “Company Material Group Contracts”): (i) each contract and agreement with consideration paid Contract providing for payments (present or payable in the next five years) to the Company or any Group in excess of the Subsidiaries of more than $250,000, 1.25 million in the aggregate, over the past 12 months; (ii) each contract and agreement with suppliers to any Contract under or in respect of which the Company Group presently has any liability or any Subsidiary, including those relating to obligation in excess of (present or in the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products of the Company or any Subsidiary, for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of an amount equal to or greater than next five years) $250,000 over any 12-month period1.25 million; (iii) each contract requiring payment by or to any Contract between the Company after Group, on the date one hand, and any officer, director, employee, shareholder or holder of this Agreement in excess of $250,000 pursuant to its express terms relating to derivative securities (A“Insider”) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company Group or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which an Affiliate of an Insider of the Company has continuing obligations to develop any productGroup, technology on the other hand, excluding contracts of employment or servicesimilar, or any agreement pursuant contracts relating to which the Contingent Acquisitions or Aevitas acquisitions elsewhere disclosed, and excluding transactions between Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the CompanyGroup Members and their wholly owned subsidiaries; (iv) all management contracts (any Contract involving any guaranty, direct or indirect, by the Company Group of any obligation for borrowings or otherwise in excess of $500,000, excluding contracts endorsements made for employment) collection in the ordinary course of business and contracts with other workers indebtedness or cross guarantees between parent and consultantssubsidiary entities or similar; (v) all contracts any Contract made other than in the ordinary course of business or agreements involving (x) providing for the payment grant of royalties any preferential rights to purchase or other amounts calculated based upon the revenues or income lease any asset of the Company Group or (y) providing for any Subsidiary right (exclusive or income non-exclusive) to sell or revenues related distribute, or otherwise relating to the sale or distribution of, any product or service of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month periodGroup; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements Contract to register any shares of the capital stock or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets securities of the Company or Group with any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any personGovernmental Entity; (vii) all partnershipany Contract to make payments, joint venture contingent or similar agreements;otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons; and (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to Group Contract for the acquisition or disposition of any a business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which within the last twenty-four months. NY:1824684.16 Each Material Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under non-disclosure and confidentiality agreements Group Contract was entered into at arms’ length and in the ordinary course of businesscourse, (C) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment is in full force and proprietary information agreement or consultant agreement (copies of which have been made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business; (xiv) all contracts for the development of Company Registered IP for the benefit of the Company, other than employment or consulting agreements entered into on the form of such agreement made available in the Virtual Data Room, without modification; (xv) all contracts under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary. (b) (i) each Company Material Contract is a legal, valid and binding obligation of the Company or the Subsidiaries effect and, to the knowledge Company’s knowledge, is valid and binding upon and enforceable against each of the Company, the other parties thereto, and neither except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to availability of equitable remedies. To the Company’s knowledge, no other party to a Material Company Group Contract is the subject of a bankruptcy or insolvency proceeding. True and correct copies of all Material Company Group Contracts and all offers and proposals that, if accepted, would constitute Material Company Group Contracts (or written summaries in the case of oral Material Company Group Contracts or offers or proposals) have been provided to ARWA. Except as set forth in Schedule 3.19, neither the Company Group Members nor, to the best of the Company’s knowledge, any other party thereto is in breach of or violation ofin default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company Material Group Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No and no party to a any Material Company Material Group Contract has given any written notice of orany claim of any such breach, to default or event, which, individually or in the knowledge of aggregate, would have a Material Adverse Effect on the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished or made available to MEDS in the Virtual Data Room true and complete copies of all Company Material Contracts, including any amendments thereto that are material in nature to the extent Company has a copy of such Company Material Contracts.

Agreements, Contracts and Commitments. (a) Section 3.11(aSchedule 3.19(a) of the Company Disclosure Schedule listsLetter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, of the “Company Material Contracts”):Group Companies shall mean each of the following Contracts to which any of the Group Companies is a party: (i) each contract and agreement with consideration paid or payable to the Company or any of the Subsidiaries Each Contract continuing over a period of more than $250,00012 months from the date thereof, in the aggregate, over the past 12 months; (ii) each contract and agreement with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products of the Company or any Subsidiary, for expenditures paid or payable not terminable by the Company upon 60 days’ or any Subsidiary requiring payment obligation of an amount equal to less notice without liability or greater than $250,000 over any 12-month period; penalty (iii) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on agreements for the provision of Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Roomproducts or services, (B) limited licenses to confidential information under purchase orders and insertion orders with suppliers or customers, (C) non-disclosure exclusive licenses of Owned Intellectual Property granted to customers and confidentiality agreements vendors, and (D) non-exclusive licenses for content or assets used in the services and products of the Group Companies, in each case (A), (B), (C) and (D), entered into in the ordinary course of business) that the Company reasonably anticipates will involve annual payments or consideration furnished (1) by any of the Group Companies of more than $500,000; or (2) to any of the Group Companies of more than $1,000,000; (ii) Each Contract relating to Indebtedness by any of the Group Companies from a third party, in each case, having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Company Material Contract, in excess of $250,000; (Ciii) agreements with employees, independent contractors Each Contract for the acquisition of any Person or consultants on any business division thereof or the Company’s standard form disposition of invention assignment and proprietary information agreement or consultant agreement any material assets of any of the Group Companies (copies of which have been made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted than in the ordinary course of business), in each case, whether by merger, purchase or sale of stock or assets or otherwise (other than Contracts for the purchase or sale of inventory or supplies entered into in the ordinary course of business) occurring in the past five years; (xiviv) all contracts for the development of Company Registered IP for the benefit Each obligation to make payments, contingent or otherwise, arising out of the Companyprior acquisition of the business, assets or stock of other than Persons; (v) Each collective bargaining agreement or other agreement with any labor union, works council or similar organization respecting employees of the Group Companies; (vi) Each employment or consulting agreements entered into on the form (with respect to an individual, independent contractor) Contract (A) providing for annual base salary or consulting fee payments in excess of such agreement made available $250,000, (B) with respect to officers or employees at or above a SVP level, or (C) providing for any severance, termination, change-in-control, or retention payments, excluding, in the Virtual Data Roomcase of (A) and (B) any such employment, without modification; (xv) all contracts under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactionsconsulting, or which has a fee tail still in effect, based upon arrangements made management Contract that is terminable by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiariesapplicable Company Subsidiary at will; (xviivii) all contracts between Each lease, rental agreement, installment and conditional sale agreement, or other Contract that, in each case, (A) provides for the Company ownership of, leasing of, title to, use of, or any leasehold or other interest in any personal property; and any holders (B) involves annual payments in excess of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares$250,000; (xviiiviii) all contracts Each joint venture Contract, partnership agreement or agreements under which limited liability company agreement with a third party (in each case, other than with respect to wholly owned Company Subsidiaries); (ix) Each Contract that purports to limit or contains covenants expressly limiting in any material respect the Company has agreed freedom of any of the Group Companies to: (A) compete with any Person in a product line or line of business, (B) otherwise develop, market, sell, distribute or otherwise exploit any service or products; or (C) operate in any geographic area; (x) Each Contract (other than those made in the ordinary course of business): (A) providing for the grant of any preferential rights to purchase goods or lease any material asset (other than any services or products) of the Group Companies; or (B) providing for any exclusive right to sell or distribute any material product or service of any of the Group Companies; (xi) Each Contract pursuant to which any of the Group Companies licenses material Intellectual Property from a vendorthird party, supplier other (A) than click-wrap, shrink-wrap and off-the-shelf, non-customized software licenses, and any other similar software licenses (including software-as-a-service) that are commercially available on standard terms to the public generally with license, maintenance, support and other fees less than $500,000 per year, and open source software licenses, and (B) non-exclusive licenses for content or other person on a preferred supplier or “most favored supplier” basisassets used in the services and products of the Group Companies involving payments of less than $500,000 per year; and (xixxii) all agreements for the development of Each obligation to register any Company Registered IP for the benefit Common Stock, Company Preferred Stock or other securities of the Company or with any SubsidiaryGovernmental Entity. (b) All Company Material Contracts are: (i) each Company Material Contract is a legalin full force and effect, valid and binding obligation of the Company or the Subsidiaries and, subject to the knowledge of the Company, the other parties thereto, and neither the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material ContractRemedies Exception; and (ii) represent the valid and binding obligations of the Company and or one of the Company Subsidiaries have not received any writtenparty thereto and, or to the knowledge Knowledge of the Company, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of or, to represent the knowledge valid and binding obligations of the Companyother parties thereto. True, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished or made available to MEDS in the Virtual Data Room true correct and complete copies of all Company Material ContractsContracts have been made available to Parent. None of the Group Companies nor, including any amendments thereto that are material in nature to the extent Company Knowledge of the Company, any other party thereto, is in breach of or default under, and no event has occurred which with notice or lapse of time or both would become a copy breach of such or default under, any of the Company Material Contracts, and no party to any Company Material Contract has given any written or, to the Knowledge of the Company, oral, claim or notice of any such breach, default or event, which individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect.

Agreements, Contracts and Commitments. (a) Section 3.11(aSchedule 4.18(a) of the Company DWM Disclosure Schedule listsLetter sets forth a true, correct and complete list of each DWM Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “DWM Material Contract” of the DWM Group Companies shall mean each of the following types of contracts and agreements Contracts to which the a DWM Group Company or any Subsidiary is a party or by which any as of their respective assets is bound (each, a “Company Material Contract” and collectively, the “Company Material Contracts”):date hereof: (i) each contract and agreement any Contract or purchase commitment reasonably expected to result in future payments to or by any DWM Group Company in excess of $500,000 per annum (other than any Contract or purchase commitment with consideration paid respect to transaction of Token that is reasonably expected to result in future payments to or payable to the by any DWM Group Company or any of the Subsidiaries of no more than $250,000, in the aggregate, over the past 12 months5,000,000); (ii) each contract and agreement any Contract with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products top 10 customers of the Company or any Subsidiary, for expenditures paid or payable DWM Group Companies (the “DWM Material Customers”) as determined by the Company or any Subsidiary requiring payment obligation scale of an amount equal to or greater than $250,000 over any 12-month periodcustomers’ assets under management by the DWM Group Companies as of June 30, 2024; (iii) each contract requiring payment by or any Contract that purports to the Company after the date of this Agreement limit in excess of $250,000 pursuant to its express terms relating to any material respect (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or localities in which the DWM Group Companies’ businesses may be conducted, (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the DWM Group Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete from engaging in any line of business or with (C) any person DWM Group Company from developing, marketing or entity selling products or in services, including any geographic area non-compete agreements or during agreements limiting the ability of any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clausesthe DWM Group Companies from soliciting customers or employees; (xiiv) all Leasesany Contract that is related to the governance or operation of any joint venture or partnership that has involved a sharing of revenues, and all leases profits, cash flows, expenses or master leases losses with any other party or a payment of personal propertyroyalties to any other party, likely to result in annual payments other than such Contract solely between or among any of $250,000 or more in a 12-month periodthe DWM Group Companies; (xiiv) all contracts involving use ofany Contract for or relating to any borrowing of money by or from any of the DWM Group Companies in excess of $1,000,000 (excluding, for the avoidance of doubt, any Contract with respect to transaction of Token that involves payments to or by any DWM Group Company of no more than $5,000,000 and any intercompany arrangements solely between or among any of the DWM Group Companies); (vi) any Contract (other than those made in the ordinary course of business): (A) providing for the grant of any rights of refusal, rights of first negotiation, most-favored-nation or similar rights to purchase or inlease any asset of the DWM Group Companies; or (B) providing for any exclusive rights, rights of refusal, rights of first negotiation, most-favored-nation or similar rights to sell or distribute any Company-Licensed IP by product or to service of any of the Company or any SubsidiariesDWM Group Companies; (xiiivii) contracts which involve any obligation to register any DWM Shares or other securities of the license or grant DWM Group Companies with any Governmental Entity (other than ordinary course requirements of rights foreign applicable Legal Requirements related to Company Registered IP by the recording with an applicable Governmental Entity of the ownership of non-U.S. DWM Group Companies); (viii) any Contracts relating to the sale of any operating business of any DWM Group Company or the acquisition by any Subsidiary DWM Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, and for which any DWM Group Company has any material outstanding obligations (other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under customary non-disclosure and confidentiality agreements similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business); (ix) any labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization, or works council; (Cx) agreements with employeesany Contract for the use by any of the DWM Group Companies of any tangible property where the annual lease payments are greater than $250,000 (other than any lease of vehicles, independent contractors office equipment or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been operating equipment made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business) (the “Material DWM Real Property Leases”); (xi) any material Contract under which a DWM Group Company: (A) is granted a license, option, covenant not to sue, or any right to or under any material Intellectual Property from any third party, other than Incidental Inbound Licenses or licenses for Open Source Software; or (B) grants a license, option, covenant not to sue, or any right to or under any material DWM Owned IP to any third party, other than non-exclusive licenses granted to contractors, suppliers, vendors, distributors or customers in the ordinary course of business in object code form, for the use by such customers of the DWM Group Companies’ products or services or the provision of services by such contractors, suppliers, vendors, or distributors to the DWM Group Companies; (xii) any Contract involving any resolution or settlement of any actual or threatened Legal Proceeding that is material to the DWM Group Companies or their businesses or that imposes material non-monetary obligations on any DWM Group Company, including any material restriction on the use, licensing or registration of any material Intellectual Property (including co-existence agreements); (xiii) any Contract relating to the development of material Intellectual Property by, with or for the DWM Group Companies (other than DWM Contributor Agreements); (xiv) all contracts for the development of Company Registered IP for the benefit any obligation to make any material payments, contingent or otherwise, arising out of the Companyprior acquisition of the business, assets or stock of other Persons (other than employment any obligation under any Contract with respect to transaction of Token that involves payments to or consulting agreements entered into on the form by any DWM Group Company of such agreement made available in the Virtual Data Room, without modification;no more than $5,000,000); and (xv) all contracts under which any brokerContract with Token exchanges, finder brokers, suppliers or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company transaction counterparties and any holders other Person from whom the DWM Group Companies source Tokens that involves payments to or by any DWM Group Company in excess of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary$5,000,000. (b) (i) each Company Each DWM Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable DWM Group Company or the Subsidiaries party thereto and, to the knowledge Knowledge of DWM, represents a legal, valid and binding obligation of the Company, the other parties counterparties thereto, and neither except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Neither the applicable DWM Group Company nor nor, to the Knowledge of DWM, any Subsidiary other party thereto, is in material breach of or violation ofin default under, and no event has occurred which with notice or lapse of time or both would reasonably be expected to become a material breach of or default under, any Company DWM Material Contract, and no party to any DWM Material Contract nor has given any written notice of any claim of any such breach, default or event, or any notice of termination. True, correct and complete copies of all DWM Material Contracts have been made available to ICLK. (c) Each Contract to which WFTL is a party that, in accordance with the DWM Asset Restructuring Plan, shall be assigned to DWM or one or more Subsidiaries of DWM (the “WFTL Assigned Contracts”) is in full force and effect and represents a legal, valid and binding obligation of the applicable DWM Group Company Material Contract been canceled by the other party; (i) party thereto and, to the Company’s knowledgeKnowledge of DWM, no represents a legal, valid and binding obligation of the counterparties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies, and except as would not reasonably be expected to be material to the DWM Group Companies taken as a whole. Neither the WFTL, the applicable DWM Group Company nor, to the Knowledge of DWM, any other party thereto, is in material breach of or violation ofin default under, and no event has occurred which with notice or lapse of time or both would reasonably be expected to become a material breach of or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company Material WFTL Assigned Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No and no party to a Company Material any WFTL Assigned Contract has given any written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification claim of any Company Material Contract. The Company has furnished such breach, default or made available to MEDS in the Virtual Data Room true and complete copies event, or any notice of all Company Material Contracts, including any amendments thereto that are material in nature to the extent Company has a copy of such Company Material Contractstermination.

Agreements, Contracts and Commitments. (a) Section 3.11(a) Schedule 5.19 of the Company Disclosure Schedule listsLetter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of this Agreement (other than the Company Real Property Leases which are set forth on Schedule 5.13(b) of the Company Disclosure Letter). For purposes of this Agreement, “Company Material Contract” of the Group Companies shall mean each Company Real Property Lease and each of the following types of contracts and agreements Contracts to which any of the Company or any Subsidiary Group Companies is a party or by which any of their respective assets Group Company is bound (each, a “or under which any Group Company Material Contract” and collectively, the “has any obligation or under which any Group Company Material Contracts”):has any right or interest: (i) each contract and agreement with Each Contract that involved payments or consideration paid furnished by or payable to the Company or (but not amongst) any of the Subsidiaries Group Companies of more than $250,000, 3,000,000 in the aggregatemost recently completed fiscal year of the applicable Group Company, over the past 12 monthsexcluding (x) any agreements that would, by their nature, constitute Company Transaction Costs or (y) any Contract otherwise included under subsection (ii) through (xviii) of this Section 5.19(a); (ii) each contract and agreement Each Contract with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products of the Company or any Subsidiary, for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any 12-month periodMaterial Editor; (iii) each contract requiring payment by Each Contract under which any Group Company has created, incurred, assumed or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to (A) guaranteed Indebtedness or issued any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliancenote, joint venture, cooperation, development indenture or other agreement currently in force under which evidence of Indebtedness, has the Company right to draw upon credit that has continuing obligations to develop any product, technology or servicebeen extended for Indebtedness, or has granted a Lien on its assets, whether tangible or intangible, to secure any agreement pursuant to which Indebtedness, excluding, for the Company has continuing obligations to develop any Intellectual Property rights that will not be ownedavoidance of doubt, trade payables in whole or in part, by the Companyordinary course of business; (iv) all management contracts Each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of any of the Group Companies, in each case, whether by merger, purchase or sale of stock or assets or otherwise (excluding contracts other than Contracts for employmentthe purchase or sale of inventory or supplies entered into in the ordinary course of business) occurring in the last three (3) years and contracts with other workers and consultantsunder which any Group Company has any remaining obligation of greater than $1,500,000 or for a time period of greater than one (1) year; (v) all contracts Each Contract to make payments, contingent or agreements involving otherwise, (A) arising out of any prior acquisition or disposition of the payment business, assets or stock of royalties any of the Group Companies or other amounts calculated based upon Persons in the revenues last three (3) years, or income (B) that has, or is reasonably expected to have, a value in excess of $1,000,000 in any single instance or in excess of $3,000,000 in the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over aggregate in any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and Each collective bargaining agreement with any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any personlabor union; (vii) all partnershipEach employment or consulting (with respect to an individual, joint venture independent contractor) Contract providing for annual base salary or similar agreementsconsulting fee payments in excess of $300,000, excluding any such employment, consulting, or management Contract that is terminable by the Company or the applicable Company Subsidiary at will or upon 180 days’ notice or less; (viii) all contracts Each lease, rental agreement, installment and agreements with any Governmental Authority to which conditional sale agreement, or other similar Contract that, in each case, (A) provides for the Company ownership of, leasing of, title to, use of, or any Subsidiary is a party, leasehold or other than interest in any permitspersonal property; and (B) involves annual payments in excess of $1,500,000; (ix) any contract relating to the acquisition Each joint venture Contract, partnership agreement, limited liability company agreement or disposition of any business or asset similar Contract (whether by mergerin each case, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations other than with respect to an “earn out,” contingent purchase price or similar contingent payment obligationwholly owned Company Subsidiaries); (x) all contracts and agreements Each Contract (other than Company Benefit Plans) that limit, purports to limit or purport to limit, contains covenants expressly limiting in any material respect the ability freedom of any of the Company Group Companies to: (A) compete with any Person in a product line or any Subsidiary to compete in any line of business or with any person or entity or business; (B) operate in any geographic area area; or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses(C) solicit subscribers or other customers; (xi) all Leases, and all leases Each Contract (other than those made in the ordinary course of business): (A) providing for the grant of any preferential rights to purchase or master leases lease any asset of personal property, likely the Group Companies; or (B) providing for any exclusive right to result in annual payments sell or distribute any material product or service of $250,000 or more in a 12-month periodany of the Group Companies; (xii) all contracts involving use Each Contract (including any license agreement, coexistence agreement and agreement with a covenant not to ▇▇▇) that (A) contains any assignment or license of, or grant of any rights covenant not to assert or inenforce, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, material Owned Intellectual Property; (B) limited licenses pursuant to confidential information under which any material Owned Intellectual Property is or was developed by, with or for any Group Company; or (C) pursuant to which any of the Group Companies either (1) grants to a third Person a license, immunity, or other right in or to any material Owned Intellectual Property or (2) is granted by a third Person a license, immunity, or other right in or to any Intellectual Property or IT Systems material to the business of any Group Company, provided, however, that none of the following shall be required to be set forth on Schedule 5.19(xii) of the Company Disclosure Letter but shall constitute Company Material Contracts if they otherwise qualify: (w) non-disclosure and confidentiality exclusive licenses of Owned Intellectual Property by any Group Company for the purposes of marketing of any product of any Group Company in marketing agreements entered into in the ordinary course of business, business consistent with past practice; (Cx) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been made available to MEDS), and (D) other non-exclusive non-material licenses of Owned Intellectual Property granted to Company Registered IP granted subscribers that are implied or incidental to the sale or purchase of goods and services, in each case, in the ordinary course of businessbusiness consistent with past practice; (y) licenses of open source Software; and (z) click-wrap, shrink-wrap and off-the-shelf Software licenses of uncustomized Software that are available on standard terms to the public generally with license, maintenance, support and other fees less than $500,000 per year; (xiii) Each Contract that contains a provision providing for the sharing of any revenue or cost-savings with any other Person, other than Contracts by and among the Group Companies entered into in the ordinary course of business consistent with past practice; (xiv) all contracts for Each Contract involving the development settlement, conciliation or similar agreement of any Legal Proceedings or threatened Legal Proceeding with respect to the Company Registered IP for the benefit or any of the CompanyCompany Subsidiaries, other than employment or consulting agreements in each case (A) entered into on the form of such agreement made available in the Virtual Data Roompast three (3) years and involving payments (exclusive of attorney’s fees) in excess of $500,000 in any single instance or in excess of $1,000,000 in the aggregate, without modificationor (B) that by its terms limits or restricts in any material respect the operations of any Group Company; provided, that, in the case of any Company Subsidiary, this representation is made with respect to the time that such Subsidiary has been a Company Subsidiary; (xv) all contracts under which Each Contract requiring any broker, finder capital commitment or investment banker is entitled to capital expenditure (or series of capital commitments or expenditures) by any brokerage, finder’s Group Company in an amount in excess of $2,000,000 annually or other fee or commission in connection with $5,000,000 over the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf life of the Company or any SubsidiaryContract; (xvi) all contracts that provide for Each Contract pursuant to which any Person (other than a Group Company) has guaranteed the settlement liabilities of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiariesa Group Company; (xvii) all contracts between the Each Contract to register any Company and any holders of more than 2% Unit or other securities of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares;with any Governmental Entity; and (xviii) all contracts or agreements Each Contract not disclosed pursuant to any other clause under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xixthis Section 5.19(a) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary. (b) (i) each Company Material Contract is a legal, valid and binding obligation of the Company or the Subsidiaries and, to the knowledge of the Company, the other parties thereto, and neither the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice revenue or require expenditures in excess of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished or made available to MEDS $3,000,000 in the Virtual Data Room true and complete copies of all Company Material Contractscalendar year ending December 31, including any amendments thereto that are material in nature to the extent Company has a copy of such Company Material Contracts2021.

Agreements, Contracts and Commitments. (a) Section 3.11(a4.18(a) of the Company Disclosure Schedule listsLetter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, of the “Group Companies shall mean each of the following Contracts to which a Group Company Material Contracts”):is a party as of the date hereof: (i) each contract and agreement with consideration paid any Contract or payable purchase commitment reasonably expected to the result in future payments to or by any Group Company in excess of $1,000,000 (or any of the Subsidiaries of more than $250,000, its equivalent in the aggregate, over the past 12 monthsanother currency) per annum; (ii) any Contract with the top 10 customers of the Group Companies (the “Material Customers”) as determined by revenue, in each contract case during the 12-month period ended on December 31, 2021; (iii) any Contract with the top 10 suppliers and agreement with suppliers vendors of the Group Companies (the “Material Suppliers”) based on amounts paid for goods during the twelve-month period ended on December 31, 2021; (iv) any Contract that purports to limit in any respect (A) the localities in which the Group Companies’ businesses may be conducted, (B) any Group Company from engaging in any line of business or (C) any Group Company from developing, marketing or selling products or services, including any non-compete agreements or agreements limiting the ability of any of the Group Companies from soliciting customers or employees; (v) any Contract memorializing any Interested Party Transactions (other than those employment agreements, confidentiality agreements, non-competition agreements (for the benefit of a Group Company) or any Subsidiary, including those relating to other agreement of similar nature entered into in the design, research, development, testing, manufacture, labeling, marketing, promotion, sale ordinary course of business with employees or distribution of products of the Company or any Subsidiary, technical consultants) providing for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of annual payments in an amount equal to or greater than $250,000 over any 12-month period100,000 (or its equivalent in another currency) per annum; (iiivi) each any Contract that imposes obligations on any of the Group Companies to provide “most favored nation” pricing to any of its customers, or that contains any “take or pay” or minimum requirements with any of its suppliers, right of first refusal or other similar provisions with respect to any transaction engaged in by any of the Group Companies; (vii) any Contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract requiring payment solely between or among any of the Group Companies; (viii) any Contract for or relating to any borrowing of money by or to from the Company after the date of this Agreement in excess of $250,000 pursuant to 200,000 (or its express terms relating to equivalent in another currency) per annum (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among any of the Group Companies); (A) any agreement involving provision employment or management Contract providing for annual payments in excess of services $100,000 (or products with respect to any pre-clinical development activities of the Company its equivalent in another currency) or (B) any alliancechange in control, joint ventureretention, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture sale bonus or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company Contract or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligationarrangement; (x) all contracts and agreements that limit, any Contract: (A) providing for the grant of any preferential rights to purchase or purport lease any material asset of any Group Company; or (B) providing for any exclusive or preferred right to limit, the ability sell or distribute any material product or material service of any of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clausesGroup Companies; (xi) all Leasesany Contracts relating to the sale of any operating business of any Group Company or the acquisition by any Group Company of any operating business, and all leases whether by merger, purchase or master leases sale of personal propertystock or assets or otherwise, likely to result or for which any Group Company has any material outstanding obligations in annual payments excess of $250,000 100,000 (or more its equivalent in a 12-month period; another currency) per annum (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under customary non-disclosure and confidentiality agreements similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business, ); (Cxii) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information any collective bargaining agreement or consultant agreement other similar labor Contract with any labor union, labor organization, or works council; (copies xiii) any Contract for the use by any of which have been the Group Companies of any tangible property where the annual lease or mandate payments are greater than $500,000 (or its equivalent in another currency) (other than any lease of vehicles, office equipment or operating equipment made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business); (xiv) all contracts for the development of Company Registered IP for the benefit any Contract under which any of the CompanyGroup Companies: (A) obtains the right to use, or a covenant not to be sued under, any material Intellectual Property from any third party (“Inbound License”), other than employment Incidental Inbound Licenses; or consulting agreements entered into on (B) grants the form of such agreement made available right to use, or a covenant not to be sued under, any material Intellectual Property to any third party (other than non-exclusive licenses granted to suppliers, vendors, distributors or customers in the Virtual Data Room, without modificationordinary course of business); (xv) all contracts under which any broker, finder Contract that creates guarantees or investment banker is entitled to Liens of any brokerage, findernature on the Company’s assets not in the ordinary course of business and in an amount equal or other fee greater than $200,000 (or commission its equivalent in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary;another currency); and (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains obligation to make any ongoing obligation on the Company material payments, contingent or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% otherwise, arising out of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit prior acquisition of the Company business, assets or any Subsidiarystock of other Persons and in an amount equal or greater than $200,000 (or its equivalent in another currency). (b) (i) Except for any Company Material Contract that has been terminated in accordance with the terms of this Agreement or terminates upon the expiration of the stated term thereof prior to the Closing Date, each Company Material Contract is in full force and effect and represents a legal, valid and binding obligation of the Company applicable Group Company, New PubCo or the Subsidiaries Merger Sub party thereto and, to the knowledge Knowledge of the Company, New PubCo or Merger Sub, represents a legal, valid and binding obligation of the other parties counterparties thereto, and neither except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Company nor availability of equitable remedies. None of the Company, New PubCo or Merger Sub nor, to the Knowledge of the Company, New PubCo or Merger Sub, any Subsidiary other party thereto (as of the date hereof), is in material breach of or violation of, or in material default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) and, to the Knowledge of the Company’s knowledge, New PubCo or Merger Sub, no other party is in event has occurred as of the date hereof which with notice or lapse of time or both would become a material breach of or violation of, or material default under, any Company Material Contract; , and (ii) the no party to any Company and the Subsidiaries have not received Material Contract has given any written, or to the knowledge written notice of the Company, oral any claim of any such material breach, default under or event or has provided any formal written notice of any intention to terminate or modify, any such Company Material Contract. True, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished or made available to MEDS in the Virtual Data Room true correct and complete copies of all Company Material Contracts, including any amendments thereto that are material in nature Contracts have been made available to the extent Company has a copy of such Company Material ContractsSPAC.

Agreements, Contracts and Commitments. (a) Section 3.11(aSchedule ‎4.17(a) of the Company Best Assistant Disclosure Schedule listsLetter sets forth a true, correct and complete list of each eLMTree Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “eLMTree Material Contract” of the eLMTree Group Companies shall mean each of the following types of contracts and agreements Contracts to which the an eLMTree Group Company or any Subsidiary is a party or by which any as of their respective assets is bound (each, a “Company Material Contract” and collectively, the “Company Material Contracts”):date hereof: (i) each contract and agreement with consideration paid any Contract or payable purchase commitment reasonably expected to the result in future payments to or by any eLMTree Group Company or any in excess of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 months10,000,000 per annum; (ii) each contract and agreement (x) any Contract with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products top 10 customers of the Company eLMTree Group Companies (the “eLMTree Material Customers”) as determined by revenue and (y) top 10 suppliers and distributors of the eLMTree Group Companies by amounts payables (the “eLMTree Material Suppliers”) (all, other than purchase or any Subsidiaryservice orders accepted, for expenditures paid confirmed or payable by entered into in the Company ordinary course of business or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any with professional advisors), in each case during the 12-month periodperiod ended on December 31, 2022; (iii) each contract requiring payment by or any Contract that purports to the Company after the date of this Agreement limit in excess of $250,000 pursuant to its express terms relating to any material respect (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or localities in which the eLMTree Group Companies’ businesses may be conducted, (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the eLMTree Group Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete from engaging in any line of business or with (C) any person eLMTree Group Company from developing, marketing or entity selling products or in services, including any geographic area non-compete agreements or during agreements limiting the ability of any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clausesthe eLMTree Group Companies from soliciting customers or employees; (xiiv) all Leasesany Contract that is related to the governance or operation of any joint venture or partnership that has involved a sharing of revenues, and all leases profits, cash flows, expenses or master leases losses with any other party or a payment of personal propertyroyalties to any other party, likely to result in annual payments other than such Contract solely between or among any of $250,000 or more in a 12-month periodthe eLMTree Group Companies; (xiiv) all contracts involving use ofany Contract for or relating to any borrowing of money by or from any of the eLMTree Group Companies in excess of $10,000,000, including the eLMTree Existing Credit Agreement (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among any of the eLMTree Group Companies); (vi) any Contract (other than those made in the ordinary course of business): (A) providing for the grant of any rights of refusal, rights of first negotiation, most-favored-nation or similar rights to purchase or inlease any asset of the eLMTree Group Companies; or (B) providing for any exclusive rights, rights of refusal, rights of first negotiation, most-favored-nation or similar rights to sell or distribute any Company-Licensed IP by product or to service of any of the Company or any SubsidiarieseLMTree Group Companies; (xiiivii) contracts which involve any obligation to register any eLMTree Ordinary Shares or other securities of the license or grant eLMTree Group Companies with any Governmental Entity (other than ordinary course requirements of rights foreign applicable Legal Requirements related to Company Registered IP by the recording with an applicable Governmental Entity of the ownership of non-U.S. eLMTree Group Companies); (viii) any Contracts relating to the sale of any operating business of any eLMTree Group Company or the acquisition by any Subsidiary eLMTree Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, in each case involving consideration therefor in an amount in excess of $5,000,000 and for which any eLMTree Group Company has any material outstanding obligations (other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under customary non-disclosure and confidentiality agreements similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business); (ix) any labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization, or works council; (Cx) agreements with employeesany Contract for the use by any of the eLMTree Group Companies of any tangible property where the annual lease payments are greater than $5,000,000 (other than any lease of vehicles, independent contractors office equipment or consultants on operating equipment made in the ordinary course of business) (the “Material eLMTree Real Property Leases”); (xi) any Contract under which an eLMTree Group Company’s standard form of invention assignment and proprietary information agreement : (A) is granted a license, option or consultant agreement covenant not to sue under any Intellectual Property from any third party, other than Incidental Inbound Licenses or licenses for Open Source Software; or (copies of which have been made available B) grants a license, option or covenant not to MEDS)sue to or under any eLMTree Owned IP to any third party, and (D) other than non-exclusive non-material licenses granted to Company Registered IP granted employees, contractors, suppliers, vendors, distributors or customers in the ordinary course of business; (xivxii) all contracts for any Contract involving any resolution or settlement of any actual or threatened Legal Proceeding that is material to the eLMTree Group Companies or their businesses or that imposes material non-monetary obligations on an eLMTree Group Company; (xiii) any Contract relating to the development of Company Registered IP material Intellectual Property by, with or for the benefit of the Company, eLMTree Group Companies (other than employment or consulting agreements Contracts entered into on the form of such agreement made available with employees and independent contractors in the Virtual Data Room, without modification; (xv) all contracts under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf ordinary course of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basisbusiness); and (xixxiv) all agreements for the development of Company Registered IP for the benefit any obligation to make any material payments, contingent or otherwise, arising out of the Company prior acquisition of the business, assets or any Subsidiarystock of other Persons. (b) (i) each Company Each eLMTree Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable eLMTree Group Company or the Subsidiaries party thereto and, to the knowledge Knowledge of Best Assistant, represents a legal, valid and binding obligation of the Company, the other parties counterparties thereto, and neither except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Neither the applicable eLMTree Group Company nor nor, to the Knowledge of Best Assistant, any Subsidiary other party thereto, is in material breach of or violation ofin default under, and no event has occurred which with notice or lapse of time or both would reasonably be expected to become a material breach of or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company eLMTree Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No and no party to a Company any eLMTree Material Contract has given any written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification claim of any Company Material Contractsuch breach, default or event. The Company has furnished or made available to MEDS in the Virtual Data Room true True, correct and complete copies of all Company eLMTree Material Contracts, including any amendments thereto that are material in nature Contracts have been made available to the extent Company has a copy of such Company Material ContractsG▇▇▇.

Agreements, Contracts and Commitments. (a) Section 3.11(a4.18(a) of the Company Disclosure Schedule listsLetter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “Company Material Contract” of the Group Companies shall mean each of the following Contracts to which a Group Company is a party as of the date of this Agreement, in each case, other than any Employee Benefit Plan or Company Real Property Lease: (i) each Contract that involved the expenditure or receipt by the Group Companies of more than $5,000,000 in the aggregate during the twelve-month period ending on December 31, 2020 or would involve the expenditure or receipt by Group Companies of more than $5,000,000 in the aggregate in the twelve-month period ending December 31, 2021; (ii) any Contract that purports to limit in any material respect (A) the localities in which the Group Companies’ businesses may be conducted, (B) any Group Company from engaging in any line of business or (C) any Group Company from developing, marketing or selling products or services, including any non-compete agreements or agreements limiting the ability of any of the Group Companies from soliciting customers or employees; (iii) any Contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract solely between or among any of the Group Companies; (iv) any Contract for or relating to any borrowing of money by or from the Company in excess of $5,000,000 (excluding any intercompany arrangements solely between or among any of the Group Companies); (v) any employment or management Contract providing for annual payments in excess of $500,000; (vi) each Contract that contains a put, call, right of first refusal, right of first offer or similar right pursuant to which the Group Companies would be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets or business of any other Person; (vii) any Contracts relating to the sale of any operating business of any Group Company or the acquisition by any Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, in each case involving consideration therefor in an amount in excess of $5,000,000 and for which any Group Company has any material outstanding obligations (other than customary non-disclosure and similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business); (viii) any labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization, or works council; (ix) any material Contract under which any of the Group Companies: (A) licenses Intellectual Property from any third party (“Inbound License”), other than Incidental Inbound Licenses; or (B) licenses Intellectual Property to any third party (other than (1) non-disclosure or confidentiality agreements or any other Contract that includes confidentiality provisions entered into in the ordinary course of business whereby any of the Group Companies provides another Person a limited, non-exclusive right to access or use Trade Secrets and (2) other non-exclusive licenses granted to suppliers, vendors, distributors or customers in the ordinary course of business); (x) each Prior Preferred Share Purchase Agreement; and (xi) any obligation to make any material payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons. (b) Except for each Company Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, each Company Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable Group Company party thereto and, to the Knowledge of the Company, represents a legal, valid and binding obligation of the counterparties thereto (subject in each case to the Enforcement Exceptions). Neither the Company nor, to the Knowledge of the Company, any other party thereto, is in material breach of or in default under, and no event has occurred which, with notice or lapse of time or both, would become a breach of or default under, any Company Material Contract, and, as of the date of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a no party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) each contract and agreement with consideration paid or payable to the Company or any of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 months; (ii) each contract and agreement with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products of the Company or any Subsidiary, for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any 12-month period; (iii) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under non-disclosure and confidentiality agreements entered into in the ordinary course of business, (C) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business; (xiv) all contracts for the development of Company Registered IP for the benefit of the Company, other than employment or consulting agreements entered into on the form of such agreement made available in the Virtual Data Room, without modification; (xv) all contracts under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary. (b) (i) each Company Material Contract is a legal, valid and binding obligation of the Company or the Subsidiaries and, to the knowledge of the Company, the other parties thereto, and neither the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given any written notice (i) of orany claim of any such breach, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract default or event or (Bii) that it intends to cease doing business with any non-renewal Group Company or modification materially decrease the volume of business that it presently conducts with any Company Material ContractGroup Company. The Company has furnished or made available to MEDS in the Virtual Data Room true True, correct and complete copies of all Company Material Contracts, including any amendments thereto that are material in nature Contracts have been made available to the extent Company has a copy of such Company Material ContractsSPAC.

Agreements, Contracts and Commitments. (a) Section 3.11(a4.20(a) of the Company Disclosure Schedule listsLetter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, of the “Group Companies shall mean each of the following Contracts to which a Group Company Material Contracts”):is a party as of the date hereof: (i) each contract and agreement with consideration paid any Contract or payable purchase commitment reasonably expected to the result in future payments to or by any Group Company in excess of $5,000,000 (or any of the Subsidiaries of more than $250,000, its equivalent in the aggregate, over the past 12 monthsanother currency) per annum; (ii) any Contract with the top 20 customers of the Group Companies (the “Material Customers”) as determined by revenue, in each contract and agreement with suppliers case during the 12-month period ended on December 31, 2021; (iii) any Contract that purports to limit in any respect (A) the localities in which the Group Companies’ businesses may be conducted, (B) any Group Company from engaging in any line of business or (C) any Group Company from developing, marketing or selling products or services, including any non-compete agreements or agreements limiting the ability of any of the Group Companies from soliciting customers or employees; (iv) any Contract memorializing any Interested Party Transactions (other than those employment agreements, confidentiality agreements, non-competition agreements (for the benefit of a Group Company) or any Subsidiary, including those relating to other agreement of similar nature entered into in the design, research, development, testing, manufacture, labeling, marketing, promotion, sale ordinary course of business with employees or distribution of products of the Company or any Subsidiary, technical consultants) providing for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of annual payments in an amount equal to or greater than $250,000 over any 12-month period; 100,000 (iiior its equivalent in another currency) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultantsper annum; (v) all contracts any Contract that imposes obligations on any of the Group Companies to provide “most favored nation” pricing to any of its customers, or agreements involving the payment that contains any “take or pay” or minimum requirements with any of royalties its suppliers, right of first refusal or other amounts calculated based upon the revenues or income similar provisions with respect to any transaction engaged in by any of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month periodGroup Companies; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater any Contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than $250,000, and any pledge agreements, security agreements such contract solely between or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on among any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any personGroup Companies; (vii) all partnershipany Contract for or relating to any borrowing of money by or from the Company in excess of $1,000,000 (or its equivalent in another currency) per annum (excluding, joint venture for the avoidance of doubt, any intercompany arrangements solely between or similar agreementsamong any of the Group Companies); (viii) all contracts and agreements with any Governmental Authority to which the Company employment or any Subsidiary is a party, other than any permitsmanagement Contract providing for annual payments in excess of $400,000 (or its equivalent in another currency); (ix) any contract relating to Contract: (A) providing for the acquisition or disposition grant of any business preferential rights to purchase or lease any material asset of any Group Company; or (whether by merger, sale B) providing for any exclusive or preferred right to sell or distribute any material product or material service of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligationthe Group Companies; (x) all contracts and agreements that limit, any obligation to register any Company Ordinary Shares or purport to limit, the ability other securities of any of the Company or any Subsidiary to compete in any line of business or Group Companies with any person or entity or in any geographic area or during any period Governmental Entity (other than ordinary course requirements of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clausesforeign applicable Legal Requirements related to the recording with an applicable Governmental Entity of the ownership of non-U.S. Group Companies); (xi) all Leasesany Contracts relating to the sale of any operating business of any Group Company or the acquisition by any Group Company of any operating business, and all leases whether by merger, purchase or master leases sale of personal propertystock or assets or otherwise, likely to result or for which any Group Company has any material outstanding obligations in annual payments excess of $250,000 200,000 (or more its equivalent in a 12-month period; another currency) per annum (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under customary non-disclosure and confidentiality agreements similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business, ); (Cxii) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information any collective bargaining agreement or consultant agreement other similar labor Contract with any labor union, labor organization, or works council; (copies xiii) any Contract for the use by any of which have been the Group Companies of any tangible property where the annual lease or mandate payments are greater than $80,000 (or its equivalent in another currency) (other than any lease of vehicles, office equipment or operating equipment made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business) (the “Material Company Real Property Leases”); (xiv) all contracts for the development of Company Registered IP for the benefit any Contract under which any of the CompanyGroup Companies: (A) obtains the right to use, or a covenant not to be sued under, any material Intellectual Property from any third party (“Inbound License”), other than employment Incidental Inbound Licenses; or consulting agreements entered into on (B) grants the form of such agreement made available right to use, or a covenant not to be sued under, any material Intellectual Property to any third party (other than non-exclusive licenses granted to suppliers, vendors, distributors or customers in the Virtual Data Room, without modificationordinary course of business); (xv) all contracts under any Contract pursuant to which any brokerGroup Company (i) provided material source code containing or embodying any Group Company Software to a third party or (ii) granted a third party a contingent right to receive source code containing or embodying any material Group Company Software, finder whether pursuant to an escrow arrangement or investment banker is entitled otherwise, in each case, other than to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or contractors and service providers performing services on behalf of the Company or any SubsidiaryGroup Companies; (xvi) all contracts any Contract that provide for the settlement creates guarantees or Liens of any Legal Proceeding that contains nature on any ongoing obligation on of the Company Group Companies’ assets not in the ordinary course of business and in an amount equal or the Subsidiaries;greater than $1,000,000 (or its equivalent in another currency); and (xvii) all contracts between the Company and any holders of more than 2% obligation to make any material payments, contingent or otherwise, arising out of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit prior acquisition of the Company business, assets or any Subsidiarystock of other Persons and in an amount equal or greater than $2,000,000 (or its equivalent in another currency). (b) (i) Except for any Company Material Contract that has been terminated in accordance with the terms of this Agreement or terminates upon the expiration of the stated term thereof prior to the Closing Date, each Company Material Contract is in full force and effect and represents a legal, valid and binding obligation of the Company applicable Group Company, New PubCo or the Subsidiaries Merger Sub party thereto and, to the knowledge Knowledge of the Company, New PubCo or Merger Sub, represents a legal, valid and binding obligation of the other parties counterparties thereto, and neither except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Company nor availability of equitable remedies. None of the Company, New PubCo or Merger Sub nor, to the Knowledge of the Company, New PubCo or Merger Sub, any Subsidiary other party thereto, is in material breach of or violation of, or in material default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) and, to the Knowledge of the Company’s knowledge, New PubCo or Merger Sub, no other party is in event has occurred which with notice or lapse of time or both would become a material breach of or violation of, or material default under, any Company Material Contract; , and (ii) the no party to any Company and the Subsidiaries have not received Material Contract has given any written, or to the knowledge written notice of the Company, oral any claim of any such material breach, default under or event or has provided any formal written notice of any intention to terminate or modify, any such Company Material Contract. True, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished or made available to MEDS in the Virtual Data Room true correct and complete copies of all Company Material Contracts, including any amendments thereto that are material in nature Contracts have been made available to the extent Company has a copy of such Company Material ContractsSPAC.

Agreements, Contracts and Commitments. (a) Section 3.11(aSchedule ‎4.19‎(a) of the Company Disclosure Schedule listsLetter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, of the “Group Companies shall mean each of the following Contracts to which a Group Company Material Contracts”):is a party as of the date hereof: (i) each contract and agreement with consideration paid any Contract or payable purchase commitment reasonably expected to the result in future payments to or by any Group Company or any in excess of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 months3,400,000 per annum; (ii) each contract and agreement (x) any Contract with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products top 20 customers of the Company or any Subsidiary, for expenditures paid or payable Group Companies (the “Material Customers”) as determined by the Company or any Subsidiary requiring revenue and/or by strategic value and (y) top 20 banking suppliers and distributors and payment obligation of an amount equal to or greater than $250,000 over any 12-month period; (iii) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities processors of the Company Group Companies by transfer or processing volume, as applicable (Bthe “Material Suppliers”) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a partyall, other than any permits; (ix) any contract relating to the acquisition purchase or disposition of any business service orders accepted, confirmed or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under non-disclosure and confidentiality agreements entered into in the ordinary course of business), in each case during the 12-month period ended on December 31, 2020; (iii) any Contract that purports to limit in any material respect (A) the localities in which the Group Companies’ businesses may be conducted, (B) any Group Company from engaging in any line of business or (C) agreements with employeesany Group Company from developing, independent contractors marketing or consultants on the Company’s standard form of invention assignment and proprietary information agreement selling products or consultant agreement (copies of which have been made available to MEDS)services, and (D) other including any non-exclusive non-material licenses compete agreements or agreements limiting the ability of any of the Group Companies from soliciting customers or employees; (iv) any Contract that imposes obligations on any of the Group Companies to provide “most favored nation” pricing to any of its customers, or that contains any “take or pay” or minimum requirements with any of its suppliers, right of first refusal or other similar provisions with respect to any transaction engaged in by any of the Group Companies; (v) any Contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract solely between or among any of the Group Companies; (vi) any Contract for or relating to any borrowing of money by or from the Company Registered IP granted in excess of $3,400,000, including the Existing Credit Agreement (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among any of the Group Companies); (vii) any employment or management Contract providing for annual payments in excess of $250,000; (viii) any Contract (other than those made in the ordinary course of business): (A) providing for the grant of any preferential rights to purchase or lease any asset of the Company; or (B) providing for any exclusive or preferred right to sell or distribute any product or service of any of the Group Companies; (ix) any obligation to register any Company Shares or other securities of the Group Companies with any Governmental Entity (other than ordinary course requirements of foreign applicable Legal Requirements related to the recording with an applicable Governmental Entity of the ownership of non-U.S. Group Companies); (x) any Contracts relating to the sale of any operating business of any Group Company or the acquisition by any Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, in each case involving consideration therefor in an amount in excess of $3,400,000 and for which any Group Company has any material outstanding obligations (other than customary non-disclosure and similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business); (xi) any labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization, or works council; (xii) any Contract for the use by any of the Group Companies of any tangible property where the annual lease payments are greater than $700,000 (other than any lease of vehicles, office equipment or operating equipment made in the ordinary course of business) (the “Material Company Real Property Leases”); (xiii) any material Contract under which any of the Group Companies: (A) licenses Intellectual Property from any third party (“Inbound License”), other than Incidental Inbound Licenses; or (B) licenses Intellectual Property to any third party (other than (1) non-disclosure or confidentiality agreements or any other Contract that includes confidentiality provisions entered into in the ordinary course of business whereby any of the Group Companies provides another Person a limited, non-exclusive right to access or use Trade Secrets and (2) other non-exclusive licenses granted to suppliers, vendors, distributors or customers in the ordinary course of business); and (xiv) all contracts for the development of Company Registered IP for the benefit any obligation to make any material payments, contingent or otherwise, arising out of the Company, other than employment or consulting agreements entered into on the form of such agreement made available in the Virtual Data Room, without modification; (xv) all contracts under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf prior acquisition of the Company business, assets or any Subsidiary; (xvi) all contracts that provide for the settlement stock of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any SubsidiaryPersons. (b) (i) each Each Company Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable Group Company or the Subsidiaries party thereto and, to the knowledge Knowledge of the Company, represents a legal, valid and binding obligation of the other parties counterparties thereto, and neither except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Neither the Company nor nor, to the Knowledge of the Company, any Subsidiary other party thereto, is in material breach of or violation of, or in default under, any Company Material Contract nor and no event has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in occurred which with notice or lapse of time or both would become a material breach or violation of, of or default under, any Company Material Contract; , and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No no party to a any Company Material Contract has given any written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification claim of any Company Material Contractsuch breach, default or event. The Company has furnished or made available to MEDS in the Virtual Data Room true True, correct and complete copies of all Company Material Contracts, including any amendments thereto that are material in nature Contracts have been made available to the extent Company has a copy of such Company Material ContractsSPAC.

Agreements, Contracts and Commitments. (a) Section 3.11(a) Schedule 4.19 of the Company Disclosure Schedule listsLetter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” of the Group Companies shall mean each Company Real Property Lease and collectivelyeach of the following Contracts to which any of the Group Companies is a party, the “excluding any Company Material Contracts”):Benefit Plan: (i) each contract and agreement with consideration paid or payable to the Company or any of the Subsidiaries of more Each Contract (other than $250,000, in the aggregate, over the past 12 months; (ii) each contract and agreement purchase orders with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products of the Company or any Subsidiary, for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any 12-month period; (iii) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under non-disclosure and confidentiality agreements entered into in the ordinary course of business) that the Company has involved, or reasonably anticipates will involve, aggregate annual payments or consideration furnished by or to any of the Group Companies of more than $500,000; (ii) Each mortgage, note, debenture, instalment obligation, other evidence of indebtedness, guarantee, loan, credit or financing agreement, arrangement or instrument or other Contract for money borrowed by any of the Group Companies from a third party or security agreement or other contract or instrument that grant any Lien on any material asset of the Group Companies; (iii) Each Contract for the acquisition of any property or Person or any business division thereof or the disposition of any material assets of any of the Group Companies (in each case, other than in the ordinary course of business and whether structured as an acquisition of stock, assets or otherwise), with outstanding obligations to make payments, contingent or otherwise (including with respect to “earnout” payments, notes or indemnification obligations), other than Contracts for the sale of obsolete equipment or Contracts in which the applicable acquisition or disposition has been consummated and there are no material continuing obligations in respect thereof; (iv) Each collective bargaining agreement, works council agreement or other similar Contract with any labor union or employee representatives; (v) Each lease, rental agreement, installment and conditional sale agreement, or other Contract that, in each case, (CA) agreements with employeesprovides for the ownership of, independent contractors leasing of, title to, use of, or consultants on the Company’s standard form any leasehold or other interest in any real property or personal property; and (B) involves annual payments in excess of invention assignment and proprietary information $500,000; (vi) Each joint venture Contract, partnership agreement, limited liability company agreement, strategic alliance agreement or consultant agreement other similar Contract with a third party (copies a) involving any sharing of profits, revenues, fee income, losses, costs or liabilities or otherwise based in whole or in part on financial performance measures of the Group Companies or (b) pursuant to which the Group Companies have been any ownership interest in any other Person (in each case, other than with respect to wholly owned Company Subsidiaries); (vii) Each Contract (other than those made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business): (A) providing for the grant of an option or a first-refusal, first-offer or similar preferential right to purchase, lease or acquire any material asset of the Group Companies; (B) providing for any right to reproduce any products, services or technology of the Group Companies or (C) providing for any right (exclusive or non-exclusive) to sell or distribute any material product, service or technology of any of the Group Companies; (viii) Each Contract that is an IP License, excluding licenses to: (A) non-exclusive licenses to Owned Intellectual Property granted to customers in the ordinary course of business; (B) Open Source Software; and (C) off-the-shelf Software commercially available on standard, non-discriminatory terms for an annual or aggregate fee of no more than $500,000 per year; (ix) Each Contract providing for the invention, creation, conception or other development of any Intellectual Property: (A) by any of the Group Companies for any third party, other than development for customers in the ordinary course of business for which the Company (or after the Reorganization, Newco) retains sole and exclusive ownership; (B) by any third party for any of the Group Companies, other than Contracts entered into with employees, consultants and independent contractors that are the subject of Section 4.17(e); or (C) jointly by any of the Group Companies and any third party; (x) Each Contract granting any exclusivity, “most favored nations”, “take or pay” or similar rights; (xi) Each Contract with any supplier (A) that is a sole source supplier to the Group Companies or (B) from which the Group Companies source substantially all of their supply of any material product or service, except where the Group Companies would likely be able to replace such source of supply with a substitute supply at substantially the same volume, on substantially comparable terms and without material delay; (xii) Each Contract or customary non-disclosure agreement that purports to materially limit or contains covenants expressly and materially limiting the freedom of the Group Companies to compete with any person in a product line or line of business or to operate in any geographic area or solicit customers; (xiii) Each Contract relating to any Financial Derivative/Hedging Arrangement; (xiv) all contracts for the development of Company Registered IP for the benefit Each Contract under which any of the Companybenefits thereunder, other than employment to any Person party thereto, shall be increased, or consulting agreements entered into the vesting of benefits of which shall be accelerated, by the consummation of the Transactions or the value of any of the benefits of which shall be calculated on the form basis of such agreement made available in any of the Virtual Data Room, without modificationTransactions; (xv) all contracts under Each Contract to which any brokerInsider of the Group Companies, finder or investment banker any entity owned or controlled by an Insider, is entitled to a party, excluding any brokerage, finder’s employee benefit plan or other fee plans, programs, policies, commitments or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiarythat would constitute an employee benefit plan; (xvi) all contracts Each settlement or coexistence agreement with respect to any pending or threatened action (A) entered into within twelve (12) months prior to the date of this Agreement, other than settlement agreements for cash only (which has been paid) that provide for the does not exceed $500,000 as to such settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries(B) with respect to which unsatisfied amounts remain outstanding; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common SharesEach Managed Services Agreement; (xviii) all contracts Each obligation to register any Company Stock or agreements under which other securities of the Company has agreed (or after the Reorganization, Newco) with any Governmental Entity; (xix) Each document required to purchase goods be filed with the Registration Statement under applicable SEC requirements or services from would otherwise be required to be filed by the Company (or after the Reorganization, Newco) as an exhibit for a vendorForm S-1 pursuant to Items 601(b)(1), supplier (2), (4), (9) or other person on a preferred supplier (10) of Regulation S-K under the Securities Act as if the Company (or “most favored supplier” basisafter the Reorganization, Newco) was the registrant; and (xixxx) all agreements for the development of Company Registered IP for the benefit Any written offer or proposal which, if accepted, would constitute any of the Company or any Subsidiaryforegoing. (b) All Company Material Contracts are: (i) each Company Material Contract is a legalin full force and effect, valid and binding obligation of the Company or the Subsidiaries and, subject to the knowledge of the Company, the other parties thereto, and neither the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material ContractRemedies Exception; and (ii) represent the Company valid and the Subsidiaries have not received any written, or to the knowledge binding obligations of the Company, oral claim of default under any such Group Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of orthereto and, to the knowledge Knowledge of the CompanyCompany (and after the Reorganization, threatened (A) any potential exercise Newco), represent the valid and binding obligations of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contractthe other parties thereto. The Company has furnished or made available to MEDS in the Virtual Data Room true True, correct and complete copies of all Company Material ContractsContracts have been made available to Parent. None of the Group Companies nor, including any amendments thereto that are material in nature to the extent Knowledge of the Company (and after the Reorganization, Newco), any other party thereto, is in breach of or default under, and no event has occurred which with notice or lapse of time or both would become a copy breach of such or default under, any of the Company Material Contracts, and no party to any Company Material Contract has given any written claim or notice of any such breach, default or event, which individually or in the aggregate, would be reasonably likely to be material to the Group Companies, taken as a whole.

Agreements, Contracts and Commitments. (a) Section 3.11(a4.18(a) of the Company Disclosure Schedule listsLetter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “Company Material Contract” of the Group Companies shall mean each of the following Contracts to which a Group Company is a party as of the date of this Agreement, in each case, other than any Employee Benefit Plan or Company Real Property Lease: (i) each Contract that involved the expenditure or receipt by the Group Companies of more than $250,000 in the aggregate during the twelve (12)-month period ending on December 31, 2020 or are reasonably expected to involve the expenditure or receipt by Group Companies of more than $250,000 in the aggregate in the twelve (12)-month period ending December 31, 2021; (ii) any Contract that purports to limit in any material respect (A) the localities in which the Group Companies’ businesses may be conducted, (B) any Group Company from engaging in any line of business or (C) any Group Company from developing, marketing or selling products or services, including any non-compete agreements or agreements limiting the ability of any of the Group Companies from soliciting customers or employees (other than customary non-disclosure or confidentiality agreements); (iii) any Contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract solely between or among any of the Group Companies; (iv) any Contract between the Company and any Company Shareholders (or, to the Knowledge of the Company, among any Company Shareholders) relating to the ownership, voting or disposition of the Company Securities; (v) any Contract for or relating to any borrowing of money by or from the Company in excess of $100,000 (excluding any intercompany arrangements solely between or among any of the Group Companies); (vi) any Contract for capital expenditures in excess of $250,000; (vii) any Contract for the manufacture of any Product; (viii) any employment or management Contract providing for annual payments by a Group Company in excess of $250,000; (ix) any Contract under which any Group Company is, or may become, obligated to incur any severance pay or compensation obligations that would become payable by reason of this Agreement or the Transactions; (x) any Contract that contains a put, call, right of first refusal, or right of first offer pursuant to which the Group Companies would be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets or business of any other Person; (xi) any Contracts relating to the sale of any operating business of any Group Company or the acquisition by any Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, in each case involving consideration therefor in an amount in excess of $100,000 and for which any Group Company has any material outstanding obligations (other than customary non-disclosure and similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business); (xii) any labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements, in each case with any labor union, labor organization, or works council; (xiii) any material Contract under which any of the Group Companies: (A) licenses Intellectual Property from any third party (“Inbound License”), other than Incidental Inbound Licenses; or (B) licenses Intellectual Property to any third party (other than (1) non-disclosure or confidentiality agreements or any other Contract that includes confidentiality provisions entered into in the ordinary course of business whereby any of the Group Companies provides another Person a limited, non-exclusive right to access or use Trade Secrets or other Confidential Information and (2) other non-exclusive licenses granted to suppliers, vendors, distributors or customers in the ordinary course of business); and (xiv) any Contract under which any Group Company has, or may have, any liability to any investment bank, broker, financial advisor, finder or other similar Person (including an obligation to pay any legal, accounting, brokerage, finder’s, or similar fees or expenses) in connection with this Agreement or the Transactions. (b) Except for each Company Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable Group Company party thereto and, to the Knowledge of the Company, represents a legal, valid and binding obligation of the counterparties thereto (subject in each case to the Enforcement Exceptions). Neither the Company nor, to the Knowledge of the Company, any other party thereto, is in material breach of or in material default under, and no event has occurred which, with notice or lapse of time or both, would constitute a material breach of or material default under, any Company Material Contract, and, as of the date of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) each contract and agreement with consideration paid or payable to the Company or any of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 months; (ii) each contract and agreement with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products of the Company or any Subsidiary, for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any 12-month period; (iii) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under non-disclosure and confidentiality agreements entered into in the ordinary course of business, (C) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business; (xiv) all contracts for the development of Company Registered IP for the benefit Knowledge of the Company, other than employment or consulting agreements entered into on the form of such agreement made available in the Virtual Data Room, without modification; (xv) all contracts under which any broker, finder or investment banker is entitled no party to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary. (b) (i) each Company Material Contract is a legal, valid and binding obligation of the Company or the Subsidiaries and, to the knowledge of the Company, the other parties thereto, and neither the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given any written notice (i) of orany claim of any such breach, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract default or event or (Bii) that it intends to cease doing business with any non-renewal Group Company or modification materially decrease the volume of business that it presently conducts with any Company Material ContractGroup Company. The Company has furnished or made available to MEDS in the Virtual Data Room true True, correct and complete copies of all Company Material Contracts, including any amendments thereto that are material in nature Contracts have been made available to the extent Company has a copy of such Company Material ContractsSPAC.

Agreements, Contracts and Commitments. (a) Section 3.11(a) 2.12 of the Company Disclosure Schedule listssets forth all material Contracts (excluding oil and gas leases and assignments, as of agreements creating other oil and gas interests, joint operating agreements and exploration/participation agreements under which the date of this Agreement, the following types of contracts and agreements Company does not have any unperformed material obligations) to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “"Company Material Contract” and collectively"), the “Company Material Contracts”): including, but not limited to, Contracts (i) each contract and agreement with consideration paid or payable that relates to the Company or any of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 months; (ii) each contract and agreement with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products of the Company or any Subsidiary, for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any 12-month period; (iii) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than exceeding $250,0001 million, and any pledge agreements(ii) that is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), security agreements or other collateral agreements in which (iii) that obligates the Company to make any payments or any Subsidiary granted issue or pay anything of value to any person a security interest in director, officer, key employee or lien on any of the property consultant, (iv) that limits or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority purports to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, limit the ability of the Company or any Subsidiary to compete in any line of the United States or Canadian oil and gas exploration, production and marketing business or with any person or entity or Person in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements (v) that contain customary confidentiality clauses; includes any material indemnification, contribution or guarantee obligations, (xivi) all Leases, and all leases or master leases of personal property, likely that relates to result in annual capital expenditures involving total payments of more than $250,000 500,000, (vii) that requires annual or remaining payments in excess of $100,000 after the date hereof, (viii) that is a seismic license agreement, (ix) that is a fixed price commodity sales agreement with a remaining term of more in a 12-month period; than 60 days or (xiix) all contracts involving use ofthat obligates the Company to provide funds to, or grant make any investment (in the form of any rights to a loan, capital contribution or otherwise) in, any Company-Licensed IP by or to the Company or any Subsidiaries; other Person. Each such Contract (xiiix) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under non-disclosure and confidentiality agreements entered into in the ordinary course of business, (C) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business; (xiv) all contracts for the development of Company Registered IP for the benefit of the Company, other than employment or consulting agreements entered into on the form of such agreement made available in the Virtual Data Room, without modification; (xv) all contracts under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary. (b) (i) each Company Material Contract is a legal, valid and binding obligation on the parties thereto and is in full force and effect and (y) upon consummation of the Company or the Subsidiaries and, to the knowledge of the Company, the other parties thereto, Contemplated Transactions shall continue in full force and neither the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any effect except where such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which failure would not be expected to result in a Company Material Adverse Effect. No . (b) The Company is not in default in any respect under any Company Material Contract to which it is a party to or by which it or any of its properties or assets is bound, which default would have a Company Material Contract has given written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished or made available to MEDS in the Virtual Data Room true and complete copies of all Company Material Contracts, including any amendments thereto that are material in nature to the extent Company has a copy of such Company Material ContractsAdverse Effect.

Agreements, Contracts and Commitments. (a) Section 3.11(aSchedule 5.17(a) of the Company ICLK Disclosure Schedule listsLetter sets forth a true, correct and complete list of each ICLK Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “ICLK Material Contract” of the ICLK Group Companies shall mean each of the following types of contracts and agreements Contracts to which the an ICLK Group Company or any Subsidiary is a party or by which any as of their respective assets is bound (each, a “Company Material Contract” and collectively, the “Company Material Contracts”):date hereof: (i) each contract and agreement with consideration paid any Contract or payable purchase commitment reasonably expected to the result in future payments to or by any ICLK Group Company or any in excess of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 months500,000 per annum; (ii) each contract and agreement (x) any Contract with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products top 10 customers of the Company ICLK Group Companies (the “ICLK Material Customers”) as determined by revenue and (y) top 10 suppliers and distributors of the ICLK Group Companies by amounts payables (the “ICLK Material Suppliers”) (all, other than purchase or any Subsidiaryservice orders accepted, for expenditures paid confirmed or payable by entered into in the Company ordinary course of business or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any with professional advisors), in each case during the 12-month periodperiod ended on December 31, 2023; (iii) each contract requiring payment by or any Contract that purports to the Company after the date of this Agreement limit in excess of $250,000 pursuant to its express terms relating to any material respect (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or localities in which the ICLK Group Companies’ businesses may be conducted, (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the ICLK Group Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete from engaging in any line of business or with (C) any person ICLK Group Company from developing, marketing or entity selling products or in services, including any geographic area non-compete agreements or during agreements limiting the ability of any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clausesthe ICLK Group Companies from soliciting customers or employees; (xiiv) all Leasesany Contract that is related to the governance or operation of any joint venture or partnership that has involved a sharing of revenues, and all leases profits, cash flows, expenses or master leases losses with any other party or a payment of personal propertyroyalties to any other party, likely to result in annual payments other than such Contract solely between or among any of $250,000 or more in a 12-month periodthe ICLK Group Companies; (xiiv) all contracts involving use ofany Contract for or relating to any borrowing of money by or from any of the ICLK Group Companies in excess of $1,000,000 (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among any of the ICLK Group Companies); (vi) any Contract (other than those made in the ordinary course of business): (A) providing for the grant of any rights of refusal, rights of first negotiation, most-favored-nation or similar rights to purchase or inlease any asset of the ICLK Group Companies; or (B) providing for any exclusive rights, rights of refusal, rights of first negotiation, most-favored-nation or similar rights to sell or distribute any Company-Licensed IP by product or to service of any of the Company or any SubsidiariesICLK Group Companies; (xiiivii) contracts which involve any obligation to register any ICLK Shares or other securities of the license or grant ICLK Group Companies with any Governmental Entity (other than ordinary course requirements of rights foreign applicable Legal Requirements related to Company Registered IP by the recording with an applicable Governmental Entity of the ownership of non-U.S. ICLK Group Companies); (viii) any Contracts relating to the sale of any operating business of any ICLK Group Company or the acquisition by any Subsidiary ICLK Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, and for which any ICLK Group Company has any material outstanding obligations (other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under customary non-disclosure and confidentiality agreements similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business); (ix) any labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization, or works council; (Cx) agreements with employeesany Contract for the use by any of the ICLK Group Companies of any tangible property where the annual lease payments are greater than $250,000 (other than any lease of vehicles, independent contractors office equipment or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been operating equipment made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business) (the “Material ICLK Real Property Leases”); (xi) any material Contract under which any of the ICLK Group Companies: (A) is granted a license, option, covenant not to sue or any right to or under any material Intellectual Property from any third party, other than Incidental Inbound Licenses or licenses for Open Source Software; or (B) grants a license, option, covenant not to sue, or any right to or under any material ICLK Owned IP to any third party, other than non-exclusive licenses granted to contractors, suppliers, vendors, distributors or customers in the ordinary course of business in object code form, for the use by such customers of the ICLK Group Companies’ products or services or the provision of services by such contractors, suppliers, vendors, or distributors to the ICLK Group Companies; (xii) any Contract involving any resolution or settlement of any actual or threatened Legal Proceeding that is material to the ICLK Group Companies or their businesses or that imposes material non-monetary obligations on an ICLK Group Company, including any material restriction on the use, licensing or registration of any material Intellectual Property (including co-existence agreements); (xiii) any Contract relating to the development of material Intellectual Property by, with or for the ICLK Group Companies (other than ICLK Contributor Agreements); (xiv) all contracts for the development of Company Registered IP for the benefit any Contract filed (or which is required to be filed) as an exhibit to ICLK’s most recently filed annual report on Form 20-F as a “material contract” pursuant to Item 4 of the Company, other than employment or consulting agreements entered into on Instructions to Exhibits of Form 20-F under the form of such agreement made available in the Virtual Data Room, without modificationExchange Act; (xv) all contracts under which any brokerobligation to make any material payments, finder contingent or investment banker is entitled to any brokerageotherwise, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf arising out of the Company prior acquisition of the business, assets or any Subsidiary;stock of other Persons; and (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company Contract with Token exchanges, brokers, suppliers or the Subsidiaries; (xvii) all contracts between the Company transaction counterparties and any holders of more than 2% of other Person from whom the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any SubsidiaryICLK Group Companies source Tokens. (b) (i) each Company Each ICLK Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable ICLK Group Company or the Subsidiaries party thereto and, to the knowledge Knowledge of ICLK, represents a legal, valid and binding obligation of the Company, the other parties counterparties thereto, and neither except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Neither the applicable ICLK Group Company nor nor, to the Knowledge of ICLK, any Subsidiary other party thereto, is in material breach of or violation ofin default under, and no event has occurred which with notice or lapse of time or both would reasonably be expected to become a material breach of or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company ICLK Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No and no party to a Company any ICLK Material Contract has given any written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification claim of any Company Material Contractsuch breach, default or event. The Company has furnished or made available to MEDS in the Virtual Data Room true True, correct and complete copies of all Company ICLK Material Contracts, including any amendments thereto that are material in nature Contracts have been made available to the extent Company has a copy of such Company Material ContractsDWM.

Agreements, Contracts and Commitments. (a) Section 3.11(a) of the Company Disclosure Schedule lists, has identified to the Parent the following Company Contracts in effect as of the date of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound Agreement (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) each contract and Company Contract relating to any agreement with consideration paid of indemnification or payable to the Company or any of the Subsidiaries of more than $250,000, guaranty not entered into in the aggregate, over the past 12 monthsOrdinary Course of Business; (ii) each contract and agreement with suppliers to Company Contract containing (A) any covenant limiting the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products freedom of the Company or the Post-Acquisition Entity to engage in any Subsidiaryline of business or compete with any Person, for expenditures paid or payable by limiting the Company development, manufacture or distribution of the Company’s products or services (B) any Subsidiary requiring payment obligation of an amount equal to most-favored pricing arrangement, (C) any exclusivity provision or greater than $250,000 over (D) any 12non-month periodsolicitation provision; (iii) each contract requiring payment by or Company Contract (A) pursuant to which any Person granted the Company an exclusive license under any Intellectual Property, or (B) pursuant to which the Company granted any Person an exclusive license under any Company IP Rights; (iv) each Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $250,000 1,000,000 pursuant to its express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will and not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultantscancelable without penalty; (v) all contracts each Company Contract containing any royalty, dividend or agreements involving the payment of royalties or other amounts calculated similar arrangement based upon on the revenues or income profits of the Company Company, any of its Subsidiaries, or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month periodproduct; (vi) all contracts and agreements evidencing indebtedness for borrowed money each Company Contract relating to the disposition or acquisition of material assets or any ownership interest in an amount greater than any Entity, in each case, involving payments in excess of $250,0001,000,000 after the date of this Agreement; (vii) each Company Contract relating to any mortgages, and any pledge indentures, loans, notes or credit agreements, security agreements or other collateral agreements or instruments relating to the borrowing of money or extension of credit in which the Company excess of $1,000,000 or creating any Subsidiary granted material Encumbrances with respect to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements loans or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, other than any permits; (ix) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have debt obligations with respect to an “earn out,” contingent purchase price officers or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under non-disclosure and confidentiality agreements entered into in the ordinary course of business, (C) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business; (xiv) all contracts for the development of Company Registered IP for the benefit directors of the Company, other than employment or consulting agreements entered into on the form of such agreement made available in the Virtual Data Room, without modification; (xv) all contracts under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary. (b) (i) each Company Material Contract is a legal, valid and binding obligation of the Company or the Subsidiaries and, to the knowledge of the Company, the other parties thereto, and neither the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished or made available to MEDS in the Virtual Data Room true and complete copies of all Company Material Contracts, including any amendments thereto that are material in nature to the extent Company has a copy of such Company Material Contracts.

Agreements, Contracts and Commitments. (a) Section 3.11(aSchedule 4.19(a) of the Company Disclosure Schedule listsLetter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, of the “Group Companies shall mean each of the following Contracts to which a Group Company Material Contracts”is a party as of the date hereof (other than any Employee Benefit Plan): (i) each contract and agreement with consideration paid any Contract or payable purchase commitment reasonably expected to the result in future payments to or by any Group Company or any in excess of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 months2,000,000 per annum; (ii) each contract and agreement any Contract with suppliers to (x) the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products top 10 customers of the Company or any Subsidiary, for expenditures paid or payable Group Companies (the “Material Customers”) as measured by amounts received by the Company or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any Group Companies on a consolidated basis for the 12-month period; period ended on December 31, 2020 and the 6-month period ended on June 30, 2021 and (iiiy) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities top 10 suppliers of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, Group Companies as measured by amounts paid by the Company; (iv) all management contracts (excluding contracts Group Companies on a consolidated basis for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; period ended on December 31, 2020 and the 6-month period ended on June 30, 2021 (vi) all contracts and agreements evidencing indebtedness for borrowed money the “Material Suppliers”), in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a partyeach case, other than any permits; (ix) any contract relating to the acquisition purchase or disposition of any business service orders accepted, confirmed or asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under non-disclosure and confidentiality agreements entered into in the ordinary course of business, (C) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business; (xiviii) all contracts for any Contract that purports to limit in any respect (A) the development localities in which the Group Companies’ businesses may be conducted, (B) any Group Company from engaging in any line of business or (C) any Group Company Registered IP from developing, marketing or selling products or services, including any non-compete agreements or agreements limiting the ability of any of the Group Companies from soliciting customers or employees; (iv) any Contract memorializing any Interested Party Transactions (other than those employment agreements, confidentiality agreements, non-competition agreements (for the benefit of a Group Company) or any other agreement of similar nature entered into in the CompanyOrdinary Course with employees or technical consultants) providing for annual payments in an amount equal to or greater than $2,000,000; (v) any Contract in an amount equal to or greater than $2,000,000 that imposes obligations on any of the Group Companies to provide “most favored nation” pricing to any of its customers, or that contains any “take or pay” or minimum requirements with any of its suppliers, right of first refusal or other similar provisions with respect to any transaction engaged in by any of the Group Companies; (vi) any Contract that is related to the governance or operation of any material joint venture, partnership or similar arrangement, other than employment such contract solely between or consulting agreements entered into on among any of the form Group Companies; (vii) any Contract for or relating to any borrowing of such agreement money by or from the Company in excess of $2,000,000 (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among any of the Group Companies); (viii) any Contract (A) providing for the grant of any preferential rights to purchase or lease any material asset of the Company; or (B) providing for any exclusive or preferred right to sell or distribute any material product or material service of the Group Companies taken as a whole; (ix) any obligation to register any Company Shares or other securities of the Group Companies with any Governmental Entity (other than ordinary course requirements of foreign applicable Legal Requirements related to the recording with an applicable Governmental Entity of the ownership of non-U.S. Group Companies); (x) any Contracts relating to the sale of any operating business of any Group Company or the acquisition by any Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, in each case, for which any Group Company has any material outstanding payment obligations; (xi) any Contract for the use by any of the Group Companies of any tangible property where the annual lease payments are greater than $500,000 (other than any lease of vehicles, office equipment or operating equipment made available in the Virtual Data Roomordinary course of business) (the “Material Company Real Property Leases”); (xii) any Contract under which any of the Group Companies: (A) obtains the right to use, without modificationor a covenant not to be sued under, any material Intellectual Property from any third party (“Inbound License”), other than Incidental Inbound Licenses; or (B) grants the right to use, or a covenant not to be sued under, any material Intellectual Property to any third party (other than non-exclusive licenses granted to suppliers, vendors, distributors, contractors or customers in the ordinary course of business); (xiii) any Contract pursuant to which any Group Company (i) provided material source code containing or embodying any Group Company Software to a third party (other than contractors providing services to the Group Companies with respect thereto in the ordinary course of business) or (ii) granted a third party a contingent right to receive material source code containing or embodying any Group Company Software, whether pursuant to an escrow arrangement or otherwise; (xiv) any labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization, or works council or other employee representative bodies; and (xv) all contracts under which any broker, finder Contract that creates guarantees or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement liens of any Legal Proceeding that contains any ongoing obligation nature on the Company Group Companies’ assets not in the ordinary course of business and in an amount equal to or the Subsidiaries; (xvii) all contracts between the Company and any holders of more greater than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary$2,000,000. (b) (i) each Each Company Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable Group Company or the Subsidiaries party thereto and, to the knowledge Knowledge of the Company, represents a legal, valid and binding obligation of the other parties counterparties thereto, and neither except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Neither the Company nor nor, to the Knowledge of the Company, any Subsidiary other party thereto, is in material breach of or violation ofin default under and, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Knowledge of the Company’s knowledge, no other party is in event has occurred which with notice or lapse of time or both would become a material breach or violation of, of or default under, any Company Material Contract; , and (ii) the Company and the Subsidiaries have not received any written, or to the knowledge Knowledge of the Company, oral no party to any Company Material Contract has given any written notice of any claim of any such breach, default under or event or has provided any formal written notice of any intention to terminate, any such Company Material Contract. True, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished or made available to MEDS in the Virtual Data Room true correct and complete copies of all Company Material Contracts, including any amendments thereto that are material in nature Contracts have been made available to the extent Company has a copy of such Company Material ContractsSPAC.

Agreements, Contracts and Commitments. (a) Section 3.11(a4.20(a) of the Company Disclosure Schedule listssets forth a true, correct and complete list of each Company Material Contract that is in effect as of the date of this Agreement. For purposes of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, of the “Group Companies shall mean each of the following Contracts to which a Group Company Material Contracts”):is a party as of the date hereof: (i) each contract and agreement with consideration paid any Contract (or payable group of related Contracts (other than non-continuing purchase orders)) or purchase commitment reasonably expected to the result in future payments to or by any Group Company in excess of $2,500,000 (or any of the Subsidiaries of more than $250,000, its equivalent in the aggregate, over the past 12 monthsanother currency) per annum; (ii) each contract and agreement with suppliers any Contract that purports to limit in any respect (A) the location or market in which the Group Companies’ businesses may be conducted or products or services may be marketed or sold, (B) any Group Company from engaging in any line of business or (C) any Group Company from developing, marketing or selling products or services, including any non-compete agreements or agreements limiting the ability of any of the Group Companies from soliciting customers or employees; (iii) any Contract that purports to limit the Persons that any Group Company may hire or solicit to hire; (iv) any Contract memorializing any Interested-Party Transactions (other than standard employment agreements, confidentiality agreements, non-competition agreements (for the benefit of a Group Company) or any Subsidiary, including those relating to other agreement of similar nature entered into in the design, research, development, testing, manufacture, labeling, marketing, promotion, sale ordinary course of business with employees or distribution of products of the Company or any Subsidiary, technical consultants) providing for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of annual payments in an amount equal to or greater than $250,000 over any 12-month period100,000 (or its equivalent in another currency) per annum; (iiiv) each any Contract that imposes obligations on any of the Group Companies to provide “most favored nation” pricing to any of its customers, or that contains any “take or pay” or minimum requirements with any of its suppliers, right of first refusal or other similar provisions with respect to any transaction engaged in by any of the Group Companies; (vi) any Contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract requiring payment solely between or among any of the Group Companies; (vii) any Contract for or relating to any borrowing of money by or to from the Company after in excess of $1,000,000 (or its equivalent in another currency) per annum (excluding, for the date avoidance of this Agreement doubt, any intercompany arrangements solely between or among any of the Group Companies); (viii) (A) any employment, consulting or management Contract providing for annual payments in excess of $250,000 pursuant to (or its express terms relating to (Aequivalent in another currency) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliancechange in control payment, joint venturetransaction bonus, cooperationretention bonus, development sale bonus, stay and pay or other agreement currently in force under which the Company has continuing obligations to develop any product, technology similar Contract or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be ownedarrangement, in whole or in part, by the Company; each case of clauses (iv) all management contracts (excluding contracts for employmentA) and contracts (B), with other workers and consultants; any current or former (v) all contracts or agreements involving to the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations extent of any person; (viiongoing liability) all partnership, joint venture employee or similar agreements; (viii) all contracts and agreements with individual service provider of any Governmental Authority to which the Company or any Subsidiary is a party, other than any permitsGroup Company; (ix) any contract relating to Contract: (A) providing for the acquisition or disposition grant of any business preferential rights to purchase or lease any material asset (whether by merger, sale of stock, sale of assets or otherwise) under which the any Group Company or (B) providing for any exclusive or preferred right to sell or distribute any material product or material service of any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligationthe Group Companies; (x) all contracts and agreements that limitany Contracts relating to the sale of any operating business of any Group Company or the acquisition by any Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, or purport to limit, the ability of the for which any Group Company or has any Subsidiary to compete material outstanding obligations in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments excess of $250,000 1,000,000 (or more its equivalent in a 12-month period; another currency) per annum (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under customary non-disclosure and confidentiality agreements similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business, ); (Cxi) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information any collective bargaining agreement or consultant agreement other similar labor Contract with any labor union, labor organization, or works council; (copies xii) any Contract for the use by any of which have been the Group Companies of any tangible property where the annual lease or mandate payments are greater than $100,000 (or its equivalent in another currency) (other than any lease of vehicles, office equipment or operating equipment made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business); (xiii) any Contract under which any of the Group Companies: (A) obtains the right to use, or a covenant not to be sued under, any Intellectual Property or IT Systems from any third party (“Inbound License”), other than Incidental Inbound Licenses; or (B) contains any assignment or grants the right to use, or a covenant not to assert or enforce or be sued under, any other right in or to Intellectual Property to any third party (other than non-exclusive licenses granted to suppliers, vendors, distributors or customers in the ordinary course of business); (xiv) all contracts for the development any Contract that creates guarantees or Liens of Company Registered IP for the benefit of any nature on the Company, other than employment or consulting agreements entered into on the form of such agreement made available ’s assets not in the Virtual Data Room, without modification;ordinary course of business and in an amount equal or greater than $500,000 (or its equivalent in another currency); and (xv) all contracts under which any broker, finder or investment banker is entitled outstanding written commitment to enter into any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf Contract of the Company or any Subsidiary; type described in subsections (xvii) all contracts that provide for the settlement through (xiv) of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiarythis Section 4.20(a). (b) (i) True, correct and complete copies of the Company Material Contracts have been made available to SPAC, together with all amendments and supplements thereto. Except for any Company Material Contract that has been terminated in accordance with the terms of this Agreement or terminates upon the expiration of the stated term thereof prior to the Closing Date, each Company Material Contract is in full force and effect and represents a legal, valid and binding obligation of the Company applicable Group Company, New PubCo or the Subsidiaries Merger Sub party thereto and, to the knowledge Knowledge of the Company, represents a legal, valid and binding obligation of the other parties counterparties thereto, and neither except insofar as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the Company nor enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies. None of the Company, New PubCo or Merger Sub nor, to the Knowledge of the Company, any Subsidiary other party thereto (as of the date hereof), is in material breach of or violation of, or in material default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) and, to the Knowledge of the Company’s knowledge, no other party is in event has occurred as of the date hereof which with notice or lapse of time or both would become a material breach of or violation of, or material default under, any Company Material Contract; , and (ii) the no party to any Company and the Subsidiaries have not received Material Contract has given any writtenwritten notice of any claim in writing of any such material breach, default or event or has provided any formal written notice of any intention to the knowledge of the Companyterminate or modify, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has furnished or made available to MEDS in the Virtual Data Room true and complete copies of all Company Material Contracts, including any amendments thereto that are material in nature to the extent Company has a copy of such Company Material Contracts.

Agreements, Contracts and Commitments. (a) Section 3.11(a4.19(a) of the Company Disclosure Schedule listsLetter sets forth a true, correct and complete list of each Company Material Contract that is in effect as of the date of this Agreement. For purposes of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, of the “Group Companies shall mean each of the following Contracts to which a Group Company Material Contracts”):is a party as of the date hereof: (i) each contract and agreement with consideration paid any Contract or payable purchase commitment reasonably expected to the result in future payments to or by any Group Company in excess of $500,000 (or any of the Subsidiaries of more than $250,000, its equivalent in the aggregate, over the past 12 monthsanother currency) per annum; (ii) any Contract with the top 10 customers of the Group Companies (the “Material Customers”) as determined by revenue, in each contract case during the 12-month period ended on December 31, 2022; (iii) any Contract with the top 10 suppliers and agreement with suppliers vendors of the Group Companies (the “Material Suppliers”) based on amounts paid for goods during the twelve-month period ended on December 31, 2022; (iv) any Contract that purports to limit in any material respect (A) the localities in which the Group Companies’ businesses may be conducted, (B) any Group Company from engaging in any line of business or (C) any Group Company from developing, marketing or selling products or services, including any business non-compete agreements; (v) any Contract memorializing any Interested Party Transactions (other than those employment agreements, confidentiality agreements, non-competition agreements (for the benefit of a Group Company) or any Subsidiary, including those relating to other agreement of similar nature entered into in the design, research, development, testing, manufacture, labeling, marketing, promotion, sale ordinary course of business with employees or distribution of products of the Company or any Subsidiary, technical consultants) providing for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of annual payments in an amount equal to or greater than $250,000 over any 12-month period; (iiior its equivalent in another currency) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month periodper annum; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien Contract that imposes material obligations on any of the property Group Companies to provide “most favored nation” pricing to any of its customers, or assets that contains any “take or pay” or minimum requirements with any of its suppliers, right of first refusal or other similar provisions with respect to any transaction engaged in by any of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any personGroup Companies; (vii) all partnershipany Contract that is related to the governance or operation of any joint venture, joint venture partnership or similar agreementsarrangement, other than such contract solely between or among any of the Group Companies; (viii) all contracts and agreements with any Governmental Authority Contract for or relating to which any borrowing of money by or from the Company in excess of $500,000 (or its equivalent in another currency) per annum (excluding, for the avoidance of doubt, any Subsidiary is a party, other than intercompany arrangements solely between or among any permitsof the Group Companies); (ix) any contract relating to Contract: (A) providing for the acquisition or disposition grant of any business preferential rights to purchase or lease any material asset of any Group Company; or (whether by merger, sale B) providing for any exclusive or preferred right to sell or distribute any material product or material service of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligationthe Group Companies; (x) all contracts and agreements that limit, or purport any Contracts relating to limit, the ability sale of the any operating business of any Group Company or the acquisition by any Subsidiary to compete Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, in each case for which any line of business or with Group Company has any person or entity or material outstanding obligations in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments excess of $250,000 100,000 (or more its equivalent in a 12-month period; another currency) per annum (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under customary non-disclosure and confidentiality agreements similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business, ); (Cxi) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information any collective bargaining agreement or consultant agreement other similar labor Contract with any labor union, labor organization, or works council; (copies xii) any Contract for the use by any of which have been the Group Companies of any tangible property where the annual lease or mandate payments are greater than $500,000 (or its equivalent in another currency) (other than any lease of vehicles, office equipment or operating equipment made available to MEDS), and (D) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business); (xiii) any Contract under which any of the Group Companies: (A) obtains the right to use, or a covenant not to be sued under, any Intellectual Property from any third party (other than Incidental Inbound Licenses) or (B) grants the right to use, or a covenant not to be sued under, any Owned Intellectual Property to any third party (other than Incidental Outbound Licenses); (xiv) all contracts for the development any Contract that creates guarantees or Liens of Company Registered IP for the benefit of any nature on the Company, other than employment or consulting agreements entered into on the form of such agreement made available ’s assets not in the Virtual Data Room, without modification;ordinary course of business and in an amount equal or greater than $500,000 (or its equivalent in another currency); and (xv) all contracts under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (xvi) all contracts that provide for the settlement of any Legal Proceeding that contains any ongoing obligation on the Company to make any material payments, contingent or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% otherwise, arising out of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit prior acquisition of the Company business, assets or any Subsidiarystock of other Persons and in an amount equal or greater than $200,000 (or its equivalent in another currency). (b) (i) Except for any Company Material Contract that has been terminated in accordance with the terms of this Agreement or terminates upon the expiration of the stated term thereof prior to the Closing Date and except as would not reasonably be expected to, individually or in the aggregate, be material to the Group Companies taken as a whole, each Company Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable Group Company or the Subsidiaries party thereto and, to the knowledge Knowledge of the Company, represents a legal, valid and binding obligation of the other parties counterparties thereto, and neither except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Neither the Company nor nor, to the Knowledge of the Company, any Subsidiary other party thereto (as of the date hereof), is in breach of or violation of, or in default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) and, to the Knowledge of the Company’s knowledge, no other party is in event has occurred as of the date hereof which with notice or lapse of time or both would become a breach or violation of, of or default under, any Company Material Contract; and (ii) the Company and the Subsidiaries have , other than such breach, default or event which would not received any written, or be reasonably expected to be material to the knowledge Group Companies taken as a whole and to the Knowledge of the Company, oral claim of default under any such Company Material Contract, except for any such conflicts, violations, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. No no party to a any Company Material Contract has given written notice of or, to in the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any Material Contract or (B) any non-renewal or modification last 12 months of any claim of any such breach, default or event, or has provided in the last 12 months any formal written notice of any intention to terminate or materially modify, any such Company Material Contract. The Company has furnished or made available to MEDS in the Virtual Data Room true True, correct and complete copies of all Company Material ContractsContracts have been made available to SPAC. (c) No Group Company has received any written or, including any amendments thereto that are material in nature to the extent Knowledge of the Company, oral notice that any Material Customer or Material Supplier intends to cease doing business with any Group Company has a copy or materially decrease the volume of such Company Material Contractsbusiness that it is presently conducting with any Group Company.