Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Section 4.23 of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. (b) Each Parent Material Contract is, to the knowledge of Parent, in full force and effect, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect.

Certain Contracts. (ai) Section 4.23 of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those Except as set forth on an exhibit index in the Parent Reports filed prior to the date Section 5.03(k)(i) of this Agreement) to which Parent or TCFC’s Disclosure Schedule, neither TCFC nor any Subsidiary of Parent its Subsidiaries is a party to or bound by which any of them contract, arrangement, commitment or their assets is bound as of the date of this Agreement: understanding (whether written or oral, but excluding any TCFC Benefit Plan): (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a provision that materially restricts the conduct on any drilling unit construction, repair, modification, life extension, overhaul line of business by TCFC or conversion contract for any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, effect); (iii) which is a collective bargaining agreement or similar agreement with any drilling contracts of one year or greater remaining duration, including fixed price customer options, labor organization; (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the TCFC Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, exceed $100,000; (v) (A) that relates to the incurrence of indebtedness by TCFC or any of its Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by TCFC or any of its Subsidiaries of, or any similar commitment by TCFC or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $200,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of TCFC or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of TCFC or its Subsidiaries, restricted stock plan taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by TCFC or stock purchase planany of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by TCFC or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of TCFC or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any “person, business or asset and under which TCFC or its Subsidiaries have or may have a material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a5.03(k)(i) (excluding any TCFC Benefit Plan), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent TCFC Disclosure Schedule, is referred to herein as a “Parent Material TCFC Contract,.” Except as set forth in Section 5.03(k)(i) of TCFC’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and for purposes conditions of Section 5.1 any TCFC Contract as a result of TCFC’s and CBC’s (as applicable) execution, delivery or performance of this Agreement and the bringdown Bank Merger Agreement and the consummation of Section 4.23(b) pursuant the Transaction. TCFC has made available to Section 6.2SHBI true, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after correct and complete copies of each TCFC Contract in effect as of the date of this Agreementhereof. (bii) Each Parent In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCFC, (i) each TCFC Contract isis valid and binding on TCFC or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent (ii) TCFC and each of its Subsidiaries have has in all material respects complied with and performed all obligations required to be performed by them it to date under each Parent Material TCFC Contract, (iii) to the Knowledge of TCFC, each third-party counterparty to each TCFC Contract to which it is a party, except where such failure has in all material respects complied with and performed all obligations required to be binding or in full force and effect or performed by it to date under such failure to perform TCFC Contract, (iv) TCFC does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows have knowledge of, or and has not received written notice of, any breach violation of any TCFC Contract by any of the other parties thereto, (v) no event or violation condition exists which constitutes or, after notice or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage lapse of time or the giving of notice or both would result in such both, will constitute, a violation material breach or default under) on the part of TCFC or any Parent Material Contract of its Subsidiaries, or (y) has received written notice to the Knowledge of the desire of the other party or parties to any such Parent Material Contract to cancelTCFC, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party thereto, of or under any such TCFC Contract and (vi) no third-party counterparty to a Parent Material any TCFC Contract has exercised or threatened in writing to exercise rights adverse any force majeure (or similar) provision to Parent. Each Parent Material excuse non-performance or performance delays in any TCFC Contract is enforceable by Parent as a result of the Pandemic or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectPandemic Measures.

Certain Contracts. (a) Except as set forth in Section 4.23 3.14(a) of the Parent TCBI Disclosure Schedule contains a list of all of the following contractsor as filed with any TCBI Reports, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither TCBI nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any TCBI Benefit Plan): (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a provision that materially restricts the conduct of any drilling unit construction, repair, modification, life extension, overhaul line of business by TCBI or conversion contract for an amount any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Entity or any of its affiliates to engage in excess any line of $50 million, with respect to which the drilling unit has not been delivered and paid for, business or in any geographic region; (iii) with or to a labor union or guild (including any drilling contracts of one year or greater remaining duration, including fixed price customer options, collective bargaining agreement); (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite TCBI Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on TCBI; (v) (A) that relates to the incurrence of indebtedness by TCBI or any of its Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by TCBI or any of its Subsidiaries of, or any similar commitment by TCBI or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $5,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of TCBI or its Subsidiaries; (vii) that is a consulting agreement or data processing, restricted stock plan software programming or stock purchase planlicensing contract involving the payment of more than $2,000,000 per annum (other than any such contracts which are terminable by TCBI or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of TCBI or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any “person, business or asset and under which TCBI or its Subsidiaries have or may have a material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent TCBI Disclosure Schedule, is referred to herein as a “Parent Material TCBI Contract,.” TCBI has made available to IBTX true, correct and for purposes complete copies of Section 5.1 and the bringdown each TCBI Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (bi) Each Parent Material TCBI Contract isis valid and binding on TCBI or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI, (ii) TCBI and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent Material Contract to which it is a partyTCBI Contract, except where such failure noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI, (iii) to the knowledge of TCBI, each third-party counterparty to each TCBI Contract has in all material respects complied with and performed all obligations required to be binding complied with and performed by it to date under such TCBI Contract, except where such noncompliance or nonperformance, either individually or in full force and effect or such failure to perform does not and is the aggregate, would not reasonably likely be expected to createhave a Material Adverse Effect on TCBI, (iv) neither TCBI nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any TCBI Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on TCBI and (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of TCBI or any of its Subsidiaries, or to the knowledge of TCBI, any other party thereto, of or under any such matters as do not and are not reasonably likely to haveTCBI Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on TCBI.

Certain Contracts. (a) Except as disclosed on Section 4.23 3.13(a) of the Parent Target Disclosure Schedule contains a list Schedule, neither Target nor any of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent its Subsidiaries is a party to or bound by which any of them contract, arrangement, commitment or their assets is bound as of the date of this Agreement: understanding (whether written or oral) (i) with respect to the employment of any non-competition agreement that purports to limit the manner in whichdirectors, officers, employees, consultants, independent contractors or the localities in which, all or any portion of their respective businesses is conducted, other service providers other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following in the Effective Timeordinary course of business consistent with past practice, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement whichthat, upon the execution of this Agreement or consummation or shareholder approval of the Merger or any other transaction transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit benefits (whether of severance pay or otherwise) becoming duedue from Buyer, or Target, the acceleration or vesting of any right to any payment or benefitsSurviving Corporation, from Parent or the Company or any of their respective Subsidiaries to any current, former or retired officer, employee, director, consultant consultant, independent contractor or employee other service provider of Target or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Target SEC Reports filed before the date hereof, (iv) that materially restricts the conduct of any line of business by Target or, to the knowledge of Target, upon consummation of the foregoingMerger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (viiv) with or to a labor union or guild (including any agreement collective bargaining agreement) or (vi) as to any stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing any of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.13(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Target Disclosure Schedule, is referred to herein as a “Parent Material Target Contract,” and for purposes neither Target nor any of Section 5.1 and its Subsidiaries knows of, or has received notice of, any material violation of any Target Contract by any of the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementother parties thereto. (bi) Each Parent Material Target Contract is, to the knowledge of Parent, is valid and binding on Target or its applicable Subsidiary and is in full force and effect, and Parent (ii) Target and each of its Subsidiaries have has in all material respects performed all obligations required to be performed by them it to date under each Parent Material Target Contract to which it is a partyand (iii) no event or condition exists that constitutes or, except where such failure to be binding after notice or in full force and effect lapse of time or such failure to perform does not and is not reasonably likely to createboth, individually or in the aggregatewill constitute, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually material default on the part of Target or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectTarget Contract.

Certain Contracts. (a) Set forth in Section 4.23 4.14(a) of the Parent MB Disclosure Schedule contains is a true, correct and complete list of all of the following contracts, arrangements, commitments or agreements understandings (other than those set forth on an exhibit index whether written or oral) in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound effect as of the date hereof to which MB or any of this Agreement: its Subsidiaries is a party to or bound by (i) with respect to the employment of any non-competition agreement that purports to limit the manner in whichdirectors, officers or the localities in which, all or any portion of their respective businesses is conductedemployees, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following in the Effective Timeordinary course of business consistent with past practice, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the Merger or any other transaction transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming duedue from MB, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective its Subsidiaries to any officer, director, consultant officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) that has not been filed or incorporated by reference in the MB Reports, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by MB or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any MB Benefit Plan) pursuant to which any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which thereunder will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, (including vii) that grants any stock option planright of first refusal, stock appreciation right of first offer or similar right with respect to any material assets, rights plan, restricted stock plan or stock purchase plan) properties of MB or its Subsidiaries or (ixviii) that obligates MB or any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)its Subsidiaries to conduct business with a third party on an exclusive or preferential basis. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, 4.14 (a) is referred to herein as a “Parent Material "MB Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement." (b) Each Parent Material Contract is, to To the knowledge of ParentMB, (i) each MB Contract is valid and binding on MB or one of its Subsidiaries, as applicable, and in full force and effect, and Parent (ii) MB and each of its Subsidiaries have in has performed all material respects performed all obligations required to be performed by them it to date under each Parent Material MB Contract, (iii) each third-party counterparty to each MB Contract to which it is a party, except where such failure has performed all material obligations required to be binding performed by it to date under such MB Contract, and (iv) no event or in full force and effect condition exists which constitutes or, after notice or such failure to perform does not and is not reasonably likely to createlapse of time or both, individually or in the aggregatewill constitute, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually material default on the part of MB or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectMB Contract.

Certain Contracts. (a) Except as disclosed on Section 4.23 3.13 of the Parent GBC Disclosure Schedule contains a list Schedule, neither GBC nor any of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent its Subsidiaries is a party to or bound by which any of them contract, arrangement, commitment or their assets is bound as of the date of this Agreement: understanding (whether written or oral) (i) with respect to the employment of any non-competition agreement that purports to limit the manner in whichdirectors, officers, employees or the localities in which, all or any portion of their respective businesses is conductedconsultants, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following in the Effective Timeordinary course of business consistent with past practice, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the execution of this Agreement or consummation or shareholder approval of the Merger or any other transaction transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit benefits (whether of severance pay or otherwise) becoming duedue from First Charter, or GBC, the acceleration or vesting of any right to any payment or benefitsSurviving Corporation, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant officer or employee of GBC or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the GBC SEC Reports filed prior to the date hereof, (iv) that materially restricts the conduct of any line of business by GBC or, to the knowledge of GBC, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) including any stock option plan or benefits plan in which any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement (including Agreement. No such agreement will give any stock option planparty to that agreement the right to terminate or renegotiate the terms of, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)that agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.13(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent GBC Disclosure Schedule, is referred to herein as a an “Parent Material GBC Contract,” and for purposes neither GBC nor any of Section 5.1 and its Subsidiaries knows of, or has received notice of, any violation of any GBC Contract by any of the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementother parties thereto. (bi) Each Parent Material GBC Contract is, to the knowledge of Parent, is valid and binding on GBC or its applicable Subsidiary and is in full force and effect, and Parent (ii) GBC and each of its Subsidiaries have has in all material respects performed all obligations required to be performed by them it to date under each Parent Material Contract to which it is a partyGBC Contract, except where such failure to be binding and (iii) no event or in full force and effect condition exists that constitutes or, after notice or such failure to perform does not and is not reasonably likely to createlapse of time or both, individually or in the aggregatewill constitute, a Parent Material Adverse Effect. Except for material default on the part of GBC or any of its Subsidiaries under any such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent GBC Contract. (c) Neither GBC nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such is a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any agreement prohibiting or restricting such Parent Material Contract to cancelentity from engaging in any business activities in any geographic area, terminate, modify line of business or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or otherwise in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit competition with any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effectperson.

Certain Contracts. (a) Except as set forth in Section 4.23 3.14(a) of the Parent IBKC Disclosure Schedule contains a list of all of the following contractsor as filed with any IBKC Reports, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither IBKC nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), but excluding any IBKC Benefit Plan: (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a provision that materially restricts the conduct of any drilling unit construction, repair, modification, life extension, overhaul line of business by IBKC or conversion contract for an amount any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Entity or any of its affiliates to engage in excess any line of $50 million, with respect to which the drilling unit has not been delivered and paid for, business or in any geographic region; (iii) which is a collective bargaining agreement or similar agreement with any drilling contracts of one year or greater remaining duration, including fixed price customer options, labor organization; (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite IBKC Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on IBKC; (v) (A) that relates to the incurrence of indebtedness by IBKC or any of its Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by IBKC or any of its Subsidiaries of, or any similar commitment by IBKC or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $25,000,000 or more, but, in each case, excluding any indebtedness disclosed in any IBKC Report(s) filed since January 1, 2019 or entered into in the ordinary course of business; (vi) that grants any material right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of IBKC or its Subsidiaries, restricted stock plan taken as a whole; (vii) which creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by IBKC or stock purchase planany of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), other than with respect to indebtedness disclosed in any IBKC Report(s) filed since January 1, 2019 or leases or other agreements entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of IBKC or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any “person, business or asset and under which IBKC or its Subsidiaries have or may have a material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent IBKC Disclosure Schedule, is referred to herein as a an “Parent Material IBKC Contract,.” IBKC has made available to First Horizon true, correct and for purposes complete copies of Section 5.1 and the bringdown each IBKC Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (bi) Each Parent Material IBKC Contract isis valid and binding on IBKC or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBKC, (ii) IBKC and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent Material Contract to which it is a partyIBKC Contract, except where such failure noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBKC, (iii) to the knowledge of IBKC, each third-party counterparty to each IBKC Contract has in all material respects complied with and performed all obligations required to be binding complied with and performed by it to date under such IBKC Contract, except where such noncompliance or nonperformance, either individually or in full force and effect or such failure to perform does not and is the aggregate, would not reasonably likely be expected to createhave a Material Adverse Effect on IBKC, (iv) neither IBKC nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any IBKC Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on IBKC, and (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of IBKC or any of its Subsidiaries, or to the knowledge of IBKC, any other party thereto, of or under any such matters as do not and are not reasonably likely to haveIBKC Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on IBKC.

Certain Contracts. (ai) Section 4.23 of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports Except as filed prior as exhibits to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound MI Filed SEC Documents as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in whichhereof, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or neither MVT Corp. nor any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement party to or other similar contract or agreement involving bound by any Contract that (A) is a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC and applying such term to MVT Corp. as though it were a separate reporting company under the Exchange Act for purposes of this Section 4.3(k)), (B) limits or purports to limit the ability of MVT Corp. or any of its Subsidiaries to incur indebtedness or pay dividends, (C) is a loan agreement, credit agreement, note, bond, mortgage, indenture or other agreement or instrument pursuant to which any indebtedness of MVT Corp. or any of its Subsidiaries in an aggregate principal amount in excess of $10 million is outstanding or may be incurred, (D) is a limited liability company agreement, partnership agreement, joint venture agreement or other similar agreement relating to any partnership or joint venture that is material to the MVT Business other than any such limited liability company agreement, partnership agreement, joint venture agreement or other similar agreement with respect to a wholly-owned Subsidiary of MVT Corp., (E) limits in any material respect the right of MVT Corp. or its Subsidiaries to engage or compete in any line of business that is material to MVT Corp. and its Subsidiaries as a whole, (F) contains “most favored nation” pricing provisions, that would reasonably be expected to be material to MVT Corp. or its Subsidiaries, (G) grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any person, in each case in any respect material to the business of MVT Corp. and its Subsidiaries, taken as a whole, (H) provides for the acquisition or disposition (pending as of the SECdate hereof), directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration under such Contract in excess of $50 million, (I) is an acquisition or disposition Contract pursuant to which MVT Corp. or its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that could reasonably be expected to result in payments by MVT Corp. in excess of $10 million, (J) is a Contract to provide services to any of MVT Corp.’s twenty largest customers, measured by net revenues during the fiscal year ended December 31, 2006 (the “Customer Contracts”), (K) calls for or could reasonably be expected to require aggregate payments by MVT Corp. or its Subsidiaries in excess of $30 million over the remaining term of such Contract, or in excess of $10 million in any twelve month period, or (L) is a Contract between or among any member or members of the MVT Group, on the one and, and any member or members of the MI Group, on the other hand, that is material to the business of the MVT Group as a whole. Each contract, arrangement, commitment or understanding Contract of the type described in this Section 4.23(a4.3(k)(i), whether or not included as an exhibit to any Parent Report or included listed in Section 4.23 4.3(k) of the Parent MVT Disclosure Schedule, is referred to herein as a “Parent MVT Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement.” (bii) Each Parent MVT Material Contract is, to the knowledge of Parent, in full force is valid and effect, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which it is a party, except where such failure to be binding or in full force and effect (except those which are cancelled, rescinded or such terminated after the date hereof in accordance with their terms), except where the failure to perform does not be in full force and is not reasonably likely to createeffect would not, individually or in the aggregate, have a Parent Material Adverse Effect. Except for Effect on MVT Corp. To the Knowledge of MVT Corp., no Person is challenging the validity or enforceability of any MVT Material Contract, except such matters as do not and are not reasonably likely to havechallenges which would not, individually or in the aggregate, have a Parent Material Adverse Effect, neither Parent Effect on MVT Corp. Neither MVT Corp. nor any of its Subsidiaries (x) knows has Knowledge of, or has received written notice of, any breach violation of or violation or default under (nor, to the knowledge of Parent, does there exist or any condition which with the passage of time or the giving of notice or both would result in cause such a violation of or default under) any Parent MVT Material Contract or (y) has received written notice of the desire of the any other Contract to which it is a party or parties to by which it or any such Parent Material Contract to cancelof its properties or assets is bound, terminate, modify except for violations or repudiate such contract or exercise remedies thereunder. Except as defaults that would not be reasonably likely to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, the consummation Effect on MVT Corp. As of the transactions contemplated by this Agreement will date hereof, neither MVT Corp. nor any of its Subsidiaries has Knowledge of, or has received written notice of, any customer’s intention not breach to renew any Customer Contract. True and complete copies of all MVT Material Contracts have been delivered or violate any Parent Material Contract or permit any other party made available to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its termsInvestor, subject to applicable bankruptcywhich copies, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregatecase of Customer Contracts, a Parent Material Adverse Effectmay have been redacted to exclude confidential or competitively sensitive information.

Certain Contracts. (a) Section 4.23 of the Parent NCC Disclosure Schedule contains a list of all of the following contractsSection 3.13(a) lists, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date of this Agreement, all contracts, arrangements, commitments or understandings (whether written or oral), other than any NCC Benefit Plan, entered into by NCC or any of its Subsidiaries or by which NCC or any of its Subsidiaries may be bound: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a non-compete or client or customer non-solicitation requirement or any other provision that materially restricts the conduct of any line of business by NCC or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Entity or the Surviving Bank or any NCC Subsidiary to engage in any line of business that is material to NCC or any of its Subsidiaries; (iii) with or to a labor union or guild (including any collective bargaining agreement); (iv) which includes any bonus, stock options, restricted stock, stock appreciation right or other employee benefit agreement or arrangement; (v) which, upon the consummation of the transactions contemplated by this Agreement (alone or upon the occurrence of any additional acts or events) will result in any payment (whether change of control, severance pay or otherwise) becoming due from NCC, the Surviving Entity or any of their respective Subsidiaries to any officer, employee or director of NCC or any of its Subsidiaries; (vi) the benefits of which will be increased or the vesting of benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement; (vii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of NCC or any of its Subsidiaries; (viii) related to the borrowing by NCC or any of its Subsidiaries of money other than those entered into in the Ordinary Course of Business and any guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the Ordinary Course of Business; (ix) relating to the lease of personal property having a value in excess of $150,000 in the aggregate; (x) relating to any joint venture, partnership, limited liability company agreement or other similar agreement or arrangement; (xi) which relates to capital expenditures and involves future payments in excess of $450,000 in the aggregate; or (xii) which is not terminable on sixty (60) days or less notice and involves the payment of more than $250,000 per annum. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.13(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent NCC Disclosure Schedule, is referred to herein as a an “Parent Material NCC Contract,” and for purposes neither NCC nor any of its Subsidiaries knows of, or has received written, or to NCC’s knowledge, oral notice of, any violation of the above by any of the other parties thereto which would reasonably be likely to have a Material Adverse Effect on NCC. NCC has made available to CenterState complete and correct copies of all NCC Contracts identified in NCC Disclosure Schedule Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement3.13(a). (b) Each Parent In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on NCC: (i) each NCC Contract isis valid and binding on NCC or its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effecteffect (assuming the due execution by each other party thereto, and Parent which to NCC’s knowledge has occurred); (ii) NCC and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them it prior to the date hereof under each NCC Contract; (iii) to NCC’s knowledge, each third-party counterparty to each NCC Contract has performed all obligations required to be performed by it to date under each Parent Material Contract to such NCC Contract; and (iv) no event or condition exists which it is a partyconstitutes or, except where such failure to be binding after notice or in full force and effect lapse of time or such failure to perform does not and is not reasonably likely to createboth, individually or in the aggregatewill constitute, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually default on the part of NCC or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries under any such NCC Contract. (xc) knows ofNCC Disclosure Schedule Section 3.13(c) sets forth a true and complete list of all NCC Contracts pursuant to which consents, waivers or has received written notice ofnotices are or may be required to be given, any breach of or violation or default under (norin each case, prior to the knowledge performance by NCC of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectAgreement.

Certain Contracts. (a) Section 4.23 of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments Except as filed with or agreements (other than those set forth on an exhibit index in the Parent Reports incorporated into any CrossFirst Report filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound hereof, as of the date hereof, neither CrossFirst nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any CrossFirst Benefit Plan): (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a provision that materially restricts the conduct or any drilling unit construction, repair, modification, life extension, overhaul line of business by CrossFirst or conversion contract for any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, effect); (iii) which is a collective bargaining agreement or similar agreement with any drilling contracts of one year or greater remaining duration, including fixed price customer options, labor organization; (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite CrossFirst Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CrossFirst; (v) (A) that relates to the incurrence of indebtedness by CrossFirst or any of its Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by CrossFirst or any of its Subsidiaries of, or any similar commitment by CrossFirst or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) the principal purpose of which is to provide for any material indemnification or similar obligations on the part of CrossFirst or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of CrossFirst or its Subsidiaries, restricted stock plan taken as a whole; (vii) which creates future payment obligations in excess of $300,000 per annum or stock purchase plan$500,000 with respect to any individual payment other than any such contracts which are terminable by CrossFirst or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by CrossFirst or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of CrossFirst or any of its Subsidiaries; (ix) that is a lease of real property to which CrossFirst or any “of its Subsidiaries is a party; (x) that is a joint venture, partnership or similar contract (however named) involving a sharing of profits, losses, costs or liabilities by it with any other person; (xi) in which CrossFirst or any of its Subsidiaries grants or is granted a license or similar under any material contract” Intellectual Property, where such contract is material to the businesses of CrossFirst and its Subsidiaries, taken as a whole, excluding, in each case, (as such term A) contracts providing rights for generally commercially available off-the-shelf software licensed or provided on non-discriminatory terms and (B) non-exclusive contracts entered into with customers or suppliers in the ordinary course of business; (xii) that is defined a material consulting agreement with payments in Item 601(b)(10excess of $200,000, to which CrossFirst or any of its Subsidiaries is a party; or (xiii) that relates to the acquisition or disposition of Regulation S-K of the SEC)any person, business or asset and under which CrossFirst or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a) (excluding any CrossFirst Benefit Plan), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent CrossFirst Disclosure Schedule, is referred to herein as a “Parent Material CrossFirst Contract,.” CrossFirst has made available to Busey true, correct and for purposes complete copies of Section 5.1 and the bringdown each CrossFirst Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (b) Each Parent In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CrossFirst, (i) each CrossFirst Contract isis valid and binding on CrossFirst or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent (ii) CrossFirst and each of its Subsidiaries have has in all material respects complied with and performed all obligations required to be performed by them it to date under each Parent Material CrossFirst Contract, (iii) to the knowledge of CrossFirst, each third-party counterparty to each CrossFirst Contract to which it is a party, except where such failure has in all material respects complied with and performed all obligations required to be binding or in full force and effect or performed by it to date under such failure to perform CrossFirst Contract, (iv) CrossFirst does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows have knowledge of, or and has not received written notice of, any violation of any CrossFirst Contract by any of the other parties thereto, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach of or violation or default under (noron the part of CrossFirst or any of its Subsidiaries, or to the knowledge of ParentCrossFirst, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party thereto, of or under any such CrossFirst Contract and (vi) no third-party counterparty to a Parent Material any CrossFirst Contract has exercised or threatened in writing to exercise rights adverse any force majeure (or similar) provision to Parent. Each Parent Material Contract is enforceable by Parent excuse non-performance or a Subsidiary of Parent performance delays in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effectany CrossFirst Contract.

Certain Contracts. (a) Except as set forth in Section 4.23 3.14(a) of the Parent Company Disclosure Schedule contains a list of all of the following contractsor as filed with any Company Reports, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date of this Agreement: , neither Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any Company Benefit Plan): (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a provision that materially restricts the conduct of any drilling unit construction, repair, modification, life extension, overhaul line of business by Company or conversion contract for an amount any of its Subsidiaries or upon consummation of the Mergers will materially restrict the ability of the Surviving Entity or any of its affiliates to engage in excess any line of $50 million, with respect to which the drilling unit has not been delivered and paid for, business or in any geographic region; (iii) which is a collective bargaining agreement or similar agreement with any drilling contracts of one year labor union or greater remaining duration, including fixed price customer options, guild; (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Company Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would reasonably be expected to have a Material Adverse Effect on Company; (v) (A) that relates to the incurrence of indebtedness by Company or any of its Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation capitalized leases (except for facility leases) and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, federal funds borrowings, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), or (B) that provides for the guarantee, support, assumption or endorsement by Company or any of its Subsidiaries of, or any similar commitment by Company or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $2,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of Company or its Subsidiaries, restricted stock plan taken as a whole; (vii) that is a vendor agreement which creates future payment obligations in excess of $5,000,000 per annum or stock purchase plana servicing agreement pursuant to which obligations may exceed $5,000,000 per annum (in each case other than any such contracts which are terminable by Company or any of its Subsidiaries on ninety (90) days or less notice without penalty, other than the payment of any outstanding obligation at the time of termination); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Company or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any “person, business or asset and under which Company or its Subsidiaries have or may have a material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Company Disclosure Schedule, is referred to herein in this Agreement as a “Company Contract.” Company has made available to Parent Material Contract,” true, correct and for purposes complete copies of Section 5.1 and the bringdown each Company Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. (b) (i) Each Parent Material Company Contract isis valid and binding on Company or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent except as would not reasonably be expected to have a Material Adverse Effect on Company, (ii) Company and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent Material Contract to which it is a partyCompany Contract, except where such failure noncompliance or nonperformance would not reasonably be expected to have a Material Adverse Effect on Company, (iii) to the knowledge of Company, each third-party counterparty to each Company Contract has in all material respects complied with and performed all obligations required to be binding complied with and performed by it to date under such Company Contract, except where such noncompliance or in full force and effect or such failure to perform does not and is nonperformance would not reasonably likely be expected to create, individually or in the aggregate, have a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to haveEffect on Company, individually or in the aggregate, a Parent Material Adverse Effect, (iv) neither Parent Company nor any of its Subsidiaries has knowledge of any violation of any Company Contract by any of the other parties thereto which would reasonably be expected to have a Material Adverse Effect on Company and (xv) knows ofno event or condition exists which constitutes or, after notice or has received written notice oflapse of time or both, any will constitute, a material breach of or violation or default under (noron the part of Company or any of its Subsidiaries or, to the knowledge of ParentCompany, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent thereto, of or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)under any such Company Contract, except where such unenforceability is breach or default would not reasonably likely be expected to create, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Company.

Certain Contracts. (a) Section 4.23 of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments Except as filed with or agreements (other than those set forth on an exhibit index in the Parent Reports incorporated into any Seller Report filed prior to the date hereof, neither Seller nor any of this Agreement) to which Parent or any Subsidiary of Parent Seller Subsidiaries is a party to or bound by which any of them contract, arrangement, commitment or their assets is bound as of the date of this Agreement: understanding (whether written or oral, but excluding any Seller Benefit Plan): (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a provision that materially restricts the conduct or any drilling unit construction, repair, modification, life extension, overhaul line of business by Seller or conversion contract for any of Seller Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, effect); (iii) which is a collective bargaining agreement or similar agreement with any drilling contracts of one year or greater remaining duration, including fixed price customer options, labor organization; (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Seller Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Seller; (v) (A) that relates to the incurrence of indebtedness by Seller or any of Seller Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Seller or any of Seller Subsidiaries of, or any similar commitment by Seller or any of Seller Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $2,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Seller or any of Seller Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of Seller or Seller Subsidiaries, restricted stock plan taken as a whole; (vii) which creates future payment obligations in excess of $250,000 per annum or stock purchase plan$50,000 with respect to any individual payment other than any such contracts which are terminable by Seller or any of Seller Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Seller or Seller Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Seller or any of Seller Subsidiaries; (ix) that is a lease of real property to which Seller or any “of Seller Subsidiaries is a party; (x) that is a joint venture, partnership or similar contract (however named) involving a sharing of profits, losses, costs or liabilities by it with any other person; (xi) in which Seller or any of Seller Subsidiaries grants or is granted a license or similar under any material contract” Intellectual Property, excluding, in each case, (as such term A) contracts providing rights for generally commercially available off-the-shelf software licensed or provided on non-discriminatory terms and (B) non-exclusive contracts entered into with customers or suppliers in the ordinary course of business; (xii) that is defined a material consulting agreement, to which Seller or any of Seller Subsidiaries is a party with payments in Item 601(b)(10excess of $100,000; or (xiii) that relates to the acquisition or disposition of Regulation S-K of the SEC)any person, business or asset and under which Seller or Seller Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a) (excluding any Seller Benefit Plan), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Seller Disclosure Schedule, is referred to herein as a “Parent Material Seller Contract,.” Seller has made available to Buyer true, correct and for purposes complete copies of Section 5.1 and the bringdown each Seller Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (b) Each Parent In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Seller, (i) each Seller Contract isis valid and binding on Seller or one of Seller Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent (ii) Seller and each of its Seller Subsidiaries have has in all material respects complied with and performed all obligations required to be performed by them it to date under each Parent Material Seller Contract, (iii) to the knowledge of Seller, each third-party counterparty to each Seller Contract to which it is a party, except where such failure has in all material respects complied with and performed all obligations required to be binding or in full force and effect or performed by it to date under such failure to perform Seller Contract, (iv) Seller does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows have knowledge of, or and has not received written notice of, any violation of any Seller Contract by any of the other parties thereto, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach of or violation or default under (noron the part of Seller or any of Seller Subsidiaries, or to the knowledge of ParentSeller, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party thereto, of or under any such Seller Contract and (vi) no third-party counterparty to a Parent Material any Seller Contract has exercised or threatened in writing to exercise rights adverse any force majeure (or similar) provision to Parent. Each Parent Material Contract is enforceable by Parent excuse non-performance or a Subsidiary of Parent performance delays in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effectany Seller Contract.

Certain Contracts. (a) Except as set forth in Section 4.23 4.14(a) of the Parent BancorpSouth Disclosure Schedule contains a list of all of the following contractsor as filed with any BancorpSouth Reports, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither BancorpSouth nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), but excluding any BancorpSouth Benefit Plan: (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a provision that materially restricts the conduct of any drilling unit construction, repair, modification, life extension, overhaul line of business by BancorpSouth or conversion contract for an amount any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Entity or any of its affiliates to engage in excess any line of $50 million, with respect to which the drilling unit has not been delivered and paid for, business or in any geographic region; (iii) which is a collective bargaining agreement or similar agreement with any drilling contracts of one year or greater remaining duration, including fixed price customer options, labor organization; (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite BancorpSouth Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on BancorpSouth; (v) (A) that relates to the incurrence of indebtedness by BancorpSouth or any of its Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by BancorpSouth or any of its Subsidiaries of, or any similar commitment by BancorpSouth or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $25,000,000 or more, but, in each case, excluding any indebtedness disclosed in any BancorpSouth Report(s) filed since January 1, 2021 or entered into in the ordinary course of business; (vi) that grants any material right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of BancorpSouth or its Subsidiaries, restricted stock plan taken as a whole; (vii) which creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by BancorpSouth or stock purchase planany of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), other than with respect to indebtedness disclosed in any BancorpSouth Report(s) filed since January 1, 2021 or leases or other agreements entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of BancorpSouth or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any “person, business or asset and under which BancorpSouth or its Subsidiaries have or may have a material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a4.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent BancorpSouth Disclosure Schedule, is referred to herein as a “Parent Material BancorpSouth Contract,.” BancorpSouth has made available to Cadence true, correct and for purposes complete copies of Section 5.1 and the bringdown each BancorpSouth Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (bi) Each Parent Material BancorpSouth Contract isis valid and binding on BancorpSouth or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BancorpSouth, (ii) BancorpSouth and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent Material Contract to which it is a partyBancorpSouth Contract, except where such failure noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BancorpSouth, (iii) to the knowledge of BancorpSouth, each third-party counterparty to each BancorpSouth Contract has in all material respects complied with and performed all obligations required to be binding complied with and performed by it to date under such BancorpSouth Contract, except where such noncompliance or nonperformance, either individually or in full force and effect or such failure to perform does not and is the aggregate, would not reasonably likely be expected to createhave a Material Adverse Effect on BancorpSouth, (iv) neither BancorpSouth nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any BancorpSouth Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on BancorpSouth, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of BancorpSouth or any of its Subsidiaries or, to the knowledge of BancorpSouth, any other party thereto, of or under any such matters as do not and are not reasonably likely to haveBancorpSouth Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor Effect on BancorpSouth and (vi) no third-party counterparty to any BancorpSouth Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Cadence Contract as a result of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time a Pandemic or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectPandemic Measures.

Certain Contracts. (a) Except as set forth in Section 4.23 3.14(a) of the Parent Company Disclosure Schedule contains a list of all of the following contractsor as filed with any Company Reports, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither the Company nor any of this Agreement: the Company Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any Company Benefit Plan): (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which contains a provision that materially restricts the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence conduct of any additional acts or events, including the passage line of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or business by the Company or any of their respective the Company Subsidiaries to any officer, director, consultant or employee upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Entity or any of the foregoing, its affiliates to engage in any line of business or in any geographic region; (viiiii) any agreement which is a material joint venture agreement, joint operating agreement, partnership collective bargaining agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, any labor organization; (viiiiv) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Company Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; (v) (A) that relates to the incurrence of indebtedness by the Company or any of the Company Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by the Company or any of the Company Subsidiaries of, or any similar commitment by the Company or any of the Company Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $10,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of the Company or the Company Subsidiaries, restricted stock plan taken as a whole; (vii) which creates future payment obligations from the Company or stock purchase planany of the Company Subsidiaries in excess of $1,000,000 per annum (other than any such contracts which are terminable by the Company or any of the Company Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (viii) which creates future payment obligations in excess of $1,000,000 per annum with respect to derivatives contracts, except for such contracts that are entered into in back-to-back fashion (i.e., customer-facing derivatives hedged by street-facing derivatives), consist of balance sheet swaps, or are otherwise consistent with the Company’s Treasury Policy Manual (with the exception of swaptions); (ix) that is a settlement, co-existence agreement pertaining to any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K trademarks, consent or similar agreement and contains any material continuing obligations of the SEC)Company or any of the Company Subsidiaries; (x) that relates to the acquisition or disposition of any person, business or asset and under which the Company or the Company Subsidiaries have or may have a material obligation or liability; (xi) that relates to any material joint venture, partnership or other similar agreement; or (xii) which the Company or any of the Company Subsidiaries (A) grants any license or other rights under any material Intellectual Property owned by the Company or any of the Company Subsidiaries, excluding any license or other rights granted to vendors in the ordinary course of business consistent with past practice, or (B) receives any license or other rights under any Intellectual Property material to the business of the Company or any of the Company Subsidiaries, other than in the ordinary course of business. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Company Disclosure Schedule, is referred to herein as a “Company Contract.” The Company has made available to Parent Material Contract,” true, correct and for purposes complete copies of Section 5.1 and the bringdown each Company Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (b) Each Parent In each case, except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (i) each Company Contract isis valid and binding on the Company or one of the Company Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent (ii) the Company and each of its the Company Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent Material Company Contract, (iii) to the knowledge of the Company, each third-party counterparty to each Company Contract to which it is a party, except where such failure has complied with and performed all obligations required to be binding or in full force complied with and effect or performed by it to date under such failure to perform does not and is not reasonably likely to createCompany Contract, individually or in (iv) neither the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent Company nor any of its the Company Subsidiaries (x) knows has knowledge of, or has received written notice of, (A) any violation of any Company Contract by any of the other parties thereto or (B) any dispute with any third party to any Company Contract, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach of or violation or default under (noron the part of the Company or any of the Company Subsidiaries, or, to the knowledge of Parentthe Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party thereto, of or under any such Company Contract, and (vi) no third-party counterparty to a Parent Material any Company Contract has exercised or threatened in writing to exercise rights adverse any force majeure (or similar) provision to Parent. Each Parent Material excuse non-performance or performance delays in any Company Contract is enforceable by Parent as a result of the Pandemic or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectPandemic Measures.

Certain Contracts. (a) Section 4.23 of the Parent Seller Disclosure Schedule contains a list of all of 4.11 lists the following contractsagreements ------------------------------- (collectively, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) "Material Contracts"), including, without limitation, leases, purchase contracts and commitments, to which Parent Seller or any Subsidiary of Parent the Seller Subsidiaries is a party or by which any of them or their assets is bound as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, Seller or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent Seller Subsidiaries or any of its Subsidiariesor their properties or assets is bound: (i) all agreements that involve an annual commitment or payment by any party thereto of more than $10,000 individually or $50,000 in the aggregate or which have a fixed term extending more than 12 months from the date hereof; (ii) all joint venture, on sales agency, sales representative or distributorship, broker, franchise, license or similar agreements; (iii) all leases; (iv) all notes, bonds, mortgages, security agreements, guarantees and other agreements and instruments for or relating to any lending or borrowing by Seller or the one handSeller Subsidiaries in any amount (exclusive of advances to employees for expenses in the ordinary course of business); (v) all powers of attorney, and any of Parent’s officers and key employeesguarantees, on the other hand, suretyships or similar agreements; (vi) all material agreements relating to the Seller's obligations to AUI or Masterpiece Consulting Corporation; and (vii) all other written agreements the breach of or default under which could have a Material Adverse Effect on Seller or the Seller Subsidiaries. Each of the Material Contracts is valid, binding and enforceable on the parties thereto in accordance with its terms. (b) Except as disclosed in Seller Disclosure Schedule 4.11, (i) ------------------------------- neither Seller nor any of the Seller Subsidiaries is a party to or bound by any agreement whichor understanding (whether written or oral) with respect to the employment of any officers, upon employees, directors or consultants, and (ii) the consummation of the Merger or any other transaction transactions contemplated by this Agreement, Agreement will not (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, due from Parent or the Company Seller or any of their respective the Seller Subsidiaries to any officer, directoremployee, director or consultant thereof. Seller Disclosure Schedule 4.11 sets forth true and correct copies of ------------------------------- all severance or employee of employment agreements with officers, directors, employees, agents or consultants to which Seller or any of the foregoing, (vii) any agreement which Seller Subsidiaries is a material joint venture agreementparty. (c) Except as disclosed in Seller Disclosure Schedule 4.11, joint operating agreement, partnership no ------------------------------- agreement or other similar contract understanding to which Seller or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated Seller Subsidiaries is a party or by this Agreement, which any of them is bound limits the freedom of Seller or the value of any of the benefits Seller Subsidiaries to compete in any line of which will be calculated on the basis of business or with any person. (d) Except as disclosed in Seller Disclosure Schedule 4.11, ------------------------------- neither Seller nor any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. (b) Each Parent Material Contract is, to the knowledge of Parent, in full force and effect, and Parent and each of its Seller Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of ParentSeller and the Shareholders, does there exist any condition other party thereto, is in default under any of the Material Contracts or any other agreement to which the Seller or the Seller Subsidiaries is a party or to which it or its properties is bound; no event has occurred which (whether with the passage or without notice, lapse of time or the giving happening or occurrence of notice or both any other event) would result in such constitute a violation or default under) thereunder entitling any Parent party to terminate a Material Contract or (y) has received written notice other such agreement; and the continuation, validity and effectiveness of all such Material Contracts and agreements under the desire current terms thereof and the current rights and obligations of Seller and the other party Seller Subsidiaries thereunder will in no way be affected, altered or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, impaired by the consummation of the transactions contemplated hereby. Except as disclosed in Seller Disclosure Schedule 4.11, ------------------------------- upon consummation of the Merger, the Surviving Corporation will be entitled to enjoy the advantages and benefits of the business arrangements, opportunities and relationships as enjoyed by this Agreement will not breach the Seller and the Seller Subsidiaries prior to the date hereof without interference or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effectinterruption.

Certain Contracts. (a) Section 4.23 of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other Other than those set forth as listed on an exhibit index in the Parent Reports included in, or otherwise filed prior as an exhibit to the date or as part of, a Veritas Report, neither Veritas nor any of this Agreement) to which Parent or any Subsidiary of Parent its Subsidiaries is a party to or bound by which any of them or their assets is bound as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement(ii) any non-competition agreement or any other agreement or obligation that purports to limit in any material respect the manner in which, commitment or understanding the localities in which, all or any material portion of the type current business of Veritas and its Subsidiaries, taken as a whole, is conducted, (iii) any contract or other agreement that involves, or may involve, aggregate payments by any party thereto of $10,000,000 or more, which are to be performed in whole or in part after the Effective Time, (iv) any contract or other agreement that would prohibit or materially delay the consummation of the Merger or the Exchange Offer or any of the transactions contemplated by this Agreement, (v) any standstill agreements that do not expire within six months of the date hereof that would limit or prohibit Caymanco or Veritas from acquiring any interest in or the assets of any third party or (vi) any contract or agreement for the borrowing of money containing covenants or provisions that would be violated or that would result in a default of such contract or agreement in the event the Merger and the Exchange Offer or the transactions contemplated by this Agreement were consummated (all contracts or agreements of the types described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is clauses (i) through (vi) being referred to herein as a “Parent "Veritas Material Contract,” Contracts"). Veritas has delivered to PGS, or provided to PGS for review, prior to the execution of this Agreement, complete and for purposes correct copies of Section 5.1 and all Veritas Material Contracts not filed as exhibits to any of the bringdown of Section 4.23(b) pursuant Veritas Reports filed prior to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. Agreement except for (b1) contracts containing competitively sensitive information as to which access, use and treatment are subject to applicable law, (2) contracts containing information that Veritas reasonably believes it may not provide to PGS by reason of applicable law, rules or regulations, or (3) contracts that Veritas or any Subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties. Each Parent Veritas Material Contract isis valid and binding (subject to the Enforceability Exceptions) on Veritas (or, to the extent a Subsidiary of Veritas is a party, such Subsidiary) and, to the knowledge of ParentVeritas, on the other parties to such contracts, and is in full force and effect, and Parent Veritas and each Subsidiary of its Subsidiaries Veritas have in all material respects performed all obligations required to be performed by them to date under each Parent Veritas Material Contract to which it is a partyContract, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createperform, individually or in the aggregate, would not have a Parent Veritas Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent Neither Veritas nor any Subsidiary of its Subsidiaries Veritas (xi) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of ParentVeritas, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Veritas Material Contract Contract, other than such breaches, violations or defaults as would not have a Veritas Material Adverse Effect, or (yii) knows of, has received written notice of or has engaged in substantive discussions regarding the desire of the other party or parties to any such Parent Veritas Material Contract to cancel, terminate, modify terminate or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effectcontract.

Certain Contracts. (a) Section 4.23 Except as disclosed in WSB Disclosure Schedule 2.13(a), neither WSB nor any of the Parent Disclosure Schedule contains WSB Subsidiaries is a list party to, is bound or affected by, receives, or is obligated to pay benefits under, (i) any agreement, arrangement or commitment, including without limitation, any agreement, indenture or other instrument relating to the borrowing of all money by WSB or any of the following contractsWSB Subsidiaries or the guarantee by WSB or any of the WSB Subsidiaries of any obligation, commitments (ii) any agreement, arrangement or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior commitment relating to the date employment of a consultant or the employment, election or retention in office of any present or former director or officer of WSB or any of the WSB Subsidiaries, (iii) any contract, agreement or understanding with a labor union, (iv) any agreement, arrangement or understanding pursuant to which any payment (whether of severance pay or otherwise) became or may become due to any director, officer or employee of WSB or any of the WSB Subsidiaries upon execution of this AgreementAgreement or upon or following consummation of the transactions contemplated by this Agreement (either alone or in connection with the occurrence of any additional acts or events), (v) any agreement, arrangement or understanding to which Parent WSB or any Subsidiary of Parent the WSB Subsidiaries is a party or by which any of them or their assets the same is bound as which limits the freedom of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent WSB or any of its Subsidiaries, on the one hand, and WSB Subsidiaries to compete in any line of Parent’s officers and key employees, on the other handbusiness or with any person, (vi) any agreement whichassistance agreement, upon supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any regulatory order or decree with or by the consummation of OTS, the Merger FDIC or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoingregulatory agency, (vii) any agreement which is a material joint venture other agreement, joint operating agreementarrangement or understanding which would be required to be filed as an exhibit to WSB's annual, partnership agreement quarterly or other similar contract current reports under the 1934 Act and which has not been so filed, or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of other agreement, arrangement or understanding to which will be increased, WSB or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this AgreementWSB Subsidiaries is a party and which is material to the business, operations, assets or financial condition of WSB and the value of any WSB Subsidiaries taken as a whole (excluding loan agreements or agreements relating to deposit accounts), in each of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan foregoing cases whether written or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementoral. (b) Each Parent Material Contract isNeither WSB nor any of the WSB Subsidiaries is in default or in non-compliance, to which default or non-compliance would have a material adverse effect on the knowledge business, operations, assets or financial condition of ParentWSB and the WSB Subsidiaries taken as a whole or the transactions contemplated hereby, in full force and effectunder any contract, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a partyparty or by which its assets, except where such failure to business or operations may be binding bound or in full force and effect or such failure to perform does not and is not reasonably likely to createaffected, individually or whether entered into in the aggregateordinary course of business or otherwise and whether written or oral, a Parent Material Adverse Effect. Except for such matters as do and there has not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor occurred any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which event that with the passage lapse of time or the giving of notice notice, or both both, would result in constitute such a violation default or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effectnon-compliance.

Certain Contracts. (a) Except as set forth in Section 4.23 3.13(a) of the Parent TCF Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports as filed with or incorporated into any TCF Report filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound hereof, as of the date hereof, neither TCF nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any TCF Benefit Plan): (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct of any line of business by TCF or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries to engage in any line of business or in any geographic region; (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (A) that is an agreement for the incurrence of indebtedness by TCF or any of its Subsidiaries, including any debt for borrowed money, obligations evidenced by notes, debentures or similar instruments, sale and leaseback transactions, capitalized or finance leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by TCF or any of its Subsidiaries of, or any similar commitment by TCF or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in an amount that can reasonably be expected to exceed $25,000,000; (v) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of TCF or its Subsidiaries, taken as a whole; (vi) which creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by TCF or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), other than extensions of credit, other customary banking products offered by TCF or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business consistent with past practice; or (vii) that relates to the acquisition or disposition of any person, business or asset and under which TCF or its Subsidiaries have or may have ongoing obligations or liabilities that are material to TCF and its Subsidiaries, taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.13(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent TCF Disclosure Schedule, is referred to herein as a “Parent Material TCF Contract,” and for purposes neither TCF nor any of Section 5.1 its Subsidiaries knows of, or has received written, or to the knowledge of TCF, oral notice of, any violation of any TCF Contract by any of the other parties thereto which would reasonably be likely to be, either individually or in the aggregate, material to TCF and the bringdown its Subsidiaries, taken as a whole. TCF has made available to Huntington true, correct and complete copies of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after each TCF Contract in effect as of the date of this Agreementhereof. (b) Each Parent In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on TCF: (i) each TCF Contract isis valid and binding on TCF or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent (ii) TCF and each of its Subsidiaries have in all material respects has performed all obligations required to be performed by them it prior to the date hereof under each TCF Contract, (iii) to the knowledge of TCF each third-party counterparty to each TCF Contract has performed all obligations required to be performed by it to date under each Parent Material Contract to such TCF Contract, and (iv) no event or condition exists which it is a partyconstitutes or, except where such failure to be binding after notice or in full force and effect lapse of time or such failure to perform does not and is not reasonably likely to createboth, individually or in the aggregatewill constitute, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually default on the part of TCF or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (noror, to the knowledge of ParentTCF, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to counterparty thereto, under any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectTCF Contract.

Certain Contracts. (a) Section 4.23 Neither Company nor any of the Parent Disclosure Schedule contains its Subsidiaries is a list of all of the following contracts, commitments party to or agreements bound by any Contract that (other than those set forth on an exhibit index i) has been entered into in the Parent Reports filed one-year period prior to the date of this AgreementAgreement and involves or would reasonably be expected to involve, over a period of five years or less, aggregate payments by Company and/or its Subsidiaries in excess of $25,000,000 or its foreign currency equivalent as of the date of this Agreement or payments to the Company and/or its Subsidiaries in excess of $25,000,000 or its foreign currency equivalent as of the date of this Agreement (excluding purchase orders and other customer contracts received and accepted by Company and/or its Subsidiaries in the ordinary course of business consistent with past practice), (ii) is required to which be filed with the SEC under Item 601 of Regulation S-K of the Exchange Act and has not been so filed, (iii) by its terms materially restricts the conduct of any line of business by Company or any of its Subsidiaries or, after the Effective Time, would by its terms materially restrict the conduct of any line of business by Parent or any Subsidiary of Parent its Subsidiaries, (iv) provide for or otherwise relate to material joint ventures, partnerships, strategic alliances or similar arrangements or (v) is reasonably expected to result in a party loss exceeding $5,000,000 or by which any of them or their assets is bound its foreign currency equivalent as of the date of this Agreement: (i) . Neither Company nor any non-competition agreement that purports of its Subsidiaries is a party to limit the manner in whichor bound by any option, forward purchase, hedge or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, similar Contract with respect to which the drilling unit bulk purchase of steel or copper. Company has not been delivered to Parent a true and paid forcomplete copy of a summary supporting its disclosure under the heading "Tables of Contractual Obligations and Other Commercial Contracts as of December 31, (iii) any drilling contracts 2004" appearing in the management's discussion and analysis section of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its whollythe Form 10-owned Subsidiaries, K filed by Company for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or morefiscal year ended December 31, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement2004. (b) Each Parent Material Company Contract isis valid and binding on Company and/or its Subsidiaries, as applicable, and in full force and effect. Each of Company and its Subsidiaries and, to the knowledge of ParentCompany, in full force and effect, and Parent and each of its Subsidiaries have the other Person or Persons thereto has in all material respects performed all of its obligations required to be performed by them to date it under each Parent Material Contract to which it is a partyCompany Contract, except for instances of noncompliance where such neither the costs to comply nor the failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createcomply, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on Company.

Certain Contracts. (a) Section 4.23 Except as set forth in SCHEDULE 4.14(A) of the Parent SFS Disclosure Schedule contains a list of all Schedules, neither SFS nor any of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent SFS Subsidiaries is a party to or by which any of them or their assets is bound as of the date of this Agreement: by: (i) any non-competition agreement that purports contract, arrangement, commitment or understanding (whether written or oral) with respect to limit the manner in whichemployment or compensation of any directors, officers or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, employees; (ii) any drilling unit constructioncontract, repairarrangement, modification, life extension, overhaul commitment or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, understanding (iiiwhether written or oral) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction transactions contemplated by this Agreement, Agreement or the Plan of Merger will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming duedue from HBE, or SFS, the acceleration or vesting of any right to any payment or benefitsSurviving Corporation, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant director or employee thereof or to the trustee under any "rabbi trust" or similar arrangement; (iii) any contract, arrangement, commitment or understanding (whether written or oral) which materially restricts the conduct of any line of the foregoing, business by SFS; or (viiiv) any agreement which is a material joint venture agreementcontract, joint operating agreementarrangement, partnership agreement commitment or other similar contract understanding (whether written or agreement involving a sharing oral), including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increasedincreased or be required to be paid, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) the Plan of Merger. SFS has previously made available to HBE true and correct copies of all employment and deferred compensation arrangements which are in writing and to which SFS or (ix) any “material contract” (as such term an SFS Subsidiary is defined in Item 601(b)(10) of Regulation S-K of the SEC)a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a4.14(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material an "SFS Contract,” " and for purposes neither SFS nor any of Section 5.1 and the bringdown SFS Subsidiaries knows of, or has received notice of, any violation of Section 4.23(b) pursuant to Section 6.2any SFS Contract by any of the other parties thereto, “Parent which, individually or in the aggregate, would have a Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this AgreementAdverse Effect on SFS. ii. (bi) Each Parent Material each SFS Contract isis valid and binding on SFS or the applicable SFS Subsidiary, to as the knowledge of Parentcase may be, and is in full force and effect, and Parent (ii) SFS and each of its the SFS Subsidiaries have in all material respects has performed all obligations required to be performed by them it to date under each Parent Material SFS Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createnoncompliance, individually or in the aggregate, would not have a Parent Material Adverse Effect. Except for Effect on SFS, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of SFS or any of the SFS Subsidiaries under any such matters as do not and are not reasonably likely to haveSFS Contract, except where any such default, individually or in the aggregate, would not have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on SFS.

Certain Contracts. (a) Except as set forth in Section 4.23 3.14(a) of the Parent Company Disclosure Schedule contains a list of all of the following contractsor as filed with any Company Reports, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither Company nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), but excluding any Company Benefit Plan: (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a non-compete or client or customer non-solicitation requirement, in each case, that materially restricts the conduct of any drilling unit construction, repair, modification, life extension, overhaul line of business by Company or conversion contract for an amount any of its Subsidiaries or upon consummation of the Mergers will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in excess any line of $50 million, with respect to which the drilling unit has not been delivered and paid for, business or in any geographic region; (iii) which is a collective bargaining agreement or similar agreement with any drilling contracts of one year union, works council or greater remaining duration, including fixed price customer options, other labor organization; (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Company Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, have a Material Adverse Effect on Company; (v) (A) that relates to the incurrence of indebtedness by Company or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), (B) that provides for the guarantee, support, assumption, endorsement or material indemnification by Company or any of its Subsidiaries of, or any similar commitment by Company or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $50,000,000.00 or more, but, in each case, excluding any indebtedness disclosed in any Company Report(s) filed since January 1, 2021 or entered into in the ordinary course of business or (C) that relates to the incurrence of indebtedness (or guarantees thereof) and have terms that require Company to maintain a listing on a stock option planexchange or reporting obligations under the Exchange Act (or provide substantially similar disclosure to holders of such debt); (vi) that grants any material right of first refusal, stock appreciation right of first offer or similar right with respect to any material assets, rights planor properties of Company or its Subsidiaries, restricted stock plan taken as a whole; (vii) which creates future payment obligations in excess of $5,000,000.00 per annum (other than any such contracts which are terminable by Company or stock purchase planany of its Subsidiaries on ninety (90) days or less notice without any required payment (other than the payment of any outstanding obligation at the time of termination) or other conditions, other than the condition of notice), other than with respect to indebtedness disclosed in any Company Report(s) filed since January 1, 2021 or leases or other agreements entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Company or any of its Subsidiaries; (ix) that relates to the acquisition or disposition of any “person, business or asset and under which Company or its Subsidiaries have or may have a material contract” obligation or liability; (as such term is defined x) for the purchase of materials, supplies, goods, services, equipment or other assets by Company or its Subsidiaries that provides for annual payments of $5,000,000.00 or more; (xi) that relates to any material joint venture, partnership, limited liability company agreement or other similar agreement or arrangement; or (xii) that relates to material Intellectual Property or material IT Assets, other than (A) non-exclusive in-licenses to commercially available software or (B) non-exclusive out-licenses to customers in Item 601(b)(10) the ordinary course of Regulation S-K of the SEC)business. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Company Disclosure Schedule, is referred to herein as a “Parent Material Contract,.” Company has made available to Parent true, correct and for purposes complete copies of Section 5.1 and the bringdown each Material Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (bi) Each Parent Material Contract isis valid and binding on Company or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent except as, either individually or in the aggregate, would not have a Material Adverse Effect on Company, (ii) Company and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent Material Contract to which it is a partyContract, except where such failure noncompliance or nonperformance, either individually or in the aggregate, would not have a Material Adverse Effect on Company, (iii) to the knowledge of Company, each third-party counterparty to each Material Contract has in all material respects complied with and performed all obligations required to be binding complied with and performed by it to date under such Material Contract, except where such noncompliance or nonperformance, either individually or in full force and effect the aggregate, would not have a Material Adverse Effect on Company, (iv) neither Company nor any of its Subsidiaries has knowledge of, or such failure to perform does not and is not reasonably likely to createhas received notice of, any violation of any Material Contract by any of the other parties thereto which would have, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on Company and (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Company or any of its Subsidiaries or, to the knowledge of Company, any other party thereto, of or under any such matters as do not and are not reasonably likely to haveMaterial Contract, except where such breach or default, either individually or in the aggregate, would not have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on Company.

Certain Contracts. (a) Section 4.23 of Except for this Agreement and the Parent Disclosure Schedule contains a list of all of the following contractsTransaction Documents and any agreements contemplated hereby or thereby, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither La▇▇▇ ▇or any of this Agreement: its Subsidiaries is a party to or bound by: (i) any non-competition agreement that purports Contract relating to limit the manner in which, or the localities in which, all or material Indebtedness of La▇▇▇ ▇r any portion of their respective businesses is conducted, its Subsidiaries (other than any such limitation that is not material to Parent and Contracts between La▇▇▇ ▇nd its wholly owned Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, ); (ii) any drilling unit constructionContract under which La▇▇▇ ▇r any of its Subsidiaries has directly, repairor indirectly, modificationmade any loan, life extensioncapital contribution or other investment in, overhaul or conversion contract for an amount in excess of $50 million, with respect any Person (other than (w) any such Contract pursuant to which there are no outstanding obligations, (x) extensions of credit in the drilling unit has not been delivered ordinary course of business, (y) investments in marketable securities in the ordinary course of business, and paid for, (z) investments by La▇▇▇ ▇r its wholly owned Subsidiaries in wholly owned Subsidiaries of La▇▇▇); (iii) any drilling contracts Contract that limits or purports to limit or restrict in any material respect the ability of one year La▇▇▇ ▇r any of its Subsidiaries or greater remaining duration, Affiliates (including fixed price customer options, New Holdco and its Subsidiaries after the Second Merger) to compete in any business or geographic area; (iv) any contract material partnership, joint venture, limited liability company or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, similar Contract; (v) any employment Contract that is a local marketing agreement, joint sales agreement, shared services agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, similar agreement; (vi) any agreement which, upon the consummation Contract relating to Program Rights under which it would reasonably be expected that La▇▇▇ ▇nd its Subsidiaries would make annual payments of the Merger $250,000 or more during any other transaction contemplated by this Agreement, will twelve (either alone or upon the occurrence of any additional acts or events, including the passage of time12) result in any payment or benefit (whether of severance pay or otherwise) becoming due, month period or the acceleration or vesting remaining term of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, such Contract; (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement network affiliation Contract or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, Contract; (viii) any agreement the benefits of which will be increased, Contract relating to cable or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, satellite transmission or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or retransmission with MVPDs with more than 10,000 paid subscribers with respect to each La▇▇▇ ▇tation; (ix) any material Barter Agreement; (x) any material Contract with a Governmental Entity; (xi) any Contract for the acquisition, sale, lease or license of any material business or properties or assets of or by La▇▇▇ ▇r any of its Subsidiaries outside of the ordinary course of business (by merger, purchase or sale of assets or stock) entered into since July 1, 2010 or any Contract for any acquisition of any material business or properties or assets by La▇▇▇ ▇r any of its Subsidiaries pursuant to which La▇▇▇ ▇r any of its Subsidiaries has any outstanding “earn-out” or other obligation to pay consideration; (xii) any Contract governing a La▇▇▇ ▇elated Party Transaction; (xiii) any Contract that would be a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC). Each contract, arrangement, commitment ) of La▇▇▇; (xiv) any registration rights agreements related to securities of La▇▇▇; or (xv) any other Contract or understanding series of related Contracts under which it would reasonably be expected that La▇▇▇ ▇nd its Subsidiaries would receive or make annual payments of $1,000,000 or more during any twelve (12) month period or the remaining term of such Contract; (the Contracts of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is clauses (i) through (xiv) above being referred to herein as a the “Parent Material Contract,” La▇▇▇ ▇aterial Contracts”). Each La▇▇▇ ▇aterial Contract (including all amendments and for purposes supplements thereto) as in effect as of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof has heretofore been made available to Mercury. (b) Each Parent Material Contract is, to the knowledge of Parent, in full force and effect, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createExcept as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely Effect on La▇▇▇, with respect to haveeach of the La▇▇▇ ▇aterial Contracts, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (xi) knows of, or has received written notice of, any breach of or violation or default under (nor, except to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) extent it has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent expired in accordance with its terms, subject to such La▇▇▇ ▇aterial Contract is valid and binding on La▇▇▇ ▇r the La▇▇▇ ▇ubsidiaries, as applicable (except as may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies), (ii) none of La▇▇▇ ▇r any of the La▇▇▇ ▇ubsidiaries or, to the Knowledge of the La▇▇▇, any other similar laws relating party to creditors’ rights and general principles of equity (regardless of whether enforceability such La▇▇▇ ▇aterial Contract, is considered in a proceeding at law material breach or material violation of, or in equity)material default under, except where such unenforceability is not reasonably likely La▇▇▇ ▇aterial Contract, and (iii) to createthe Knowledge of La▇▇▇, individually no event has occurred which would result in such a material breach or in the aggregatematerial violation of, or a Parent Material Adverse Effectmaterial default under, such La▇▇▇ ▇aterial Contract.

Certain Contracts. (a) Except as set forth in Section 4.23 3.13(a) of the Parent Company Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports as filed with or incorporated into any Company Report filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound hereof, as of the date hereof, neither Company nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any Company Benefit Plan): (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECSEC promulgated under the Exchange Act); (ii) which contains a provision that materially restricts the conduct of any line of business by Company or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of Buyer or any of its Subsidiaries to engage in any line of business or in any geographic region; (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) (A) that is an agreement for the incurrence of indebtedness by Company or any of its Subsidiaries, including any debt for borrowed money, obligations evidenced by notes, debentures or similar instruments, sale and leaseback transactions, capitalized or finance leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Company or any of its Subsidiaries of, or any similar commitment by Company or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in an amount that can reasonably be expected to exceed $1,000,000; (v) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Company or its Subsidiaries, taken as a whole; (vi) which creates future payment obligations in excess of $1,000,000 per annum (other than any such contracts which are terminable by Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), other than extensions of credit, other customary banking products offered by Company or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business consistent with past practice; or (vii) that relates to the acquisition or disposition of any person, business or asset and under which Company or its Subsidiaries have or may have ongoing obligations or liabilities that are material to Company and its Subsidiaries, taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.13(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Company Disclosure Schedule, is referred to herein as a “Parent Material Company Contract,” and for purposes neither Company nor any of Section 5.1 its Subsidiaries knows of, or has received written, or to the knowledge of Company, oral notice of, any violation of any Company Contract by any of the other parties thereto which would reasonably be likely to be, either individually or in the aggregate, material to Company and the bringdown its Subsidiaries, taken as a whole. Company has made available to Buyer true, correct and complete copies of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after each Company Contract in effect as of the date of this Agreementhereof. (b) Each Parent In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Company: (i) each Company Contract isis valid and binding on Company or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent (ii) Company and each of its Subsidiaries have in all material respects has performed all obligations required to be performed by them it prior to the date hereof under each Company Contract, (iii) to the knowledge of Company each third-party counterparty to each Company Contract has performed all obligations required to be performed by it to date under each Parent Material Contract to such Company Contract, and (iv) no event or condition exists which it is a partyconstitutes or, except where such failure to be binding after notice or in full force and effect lapse of time or such failure to perform does not and is not reasonably likely to createboth, individually or in the aggregatewill constitute, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually default on the part of Company or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (noror, to the knowledge of ParentCompany, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to counterparty thereto, under any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectCompany Contract.

Certain Contracts. (a) Section 4.23 of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as As of the date of this Agreement: , neither Terra nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any non-competition agreement that purports to limit the manner in whichdirectors, officers or the localities in which, all or any portion of their respective businesses is conductedemployees, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following in the Effective Timeordinary course of business consistent with past practice, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation or stockholder approval of the Merger or any other transaction transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming duedue from Lycos, or Terra, the acceleration or vesting of any right to any payment or benefitsSurviving Corporation, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant officer or employee of any of the foregoingthereof, (viiiii) any agreement which is a "material joint venture agreement, joint operating agreement, partnership agreement contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or other similar contract or agreement involving a sharing of profits and expenses with one or more third Personsincorporated by reference in the Terra SEC Reports, (viiiiv) which materially restricts the conduct of any line of business by Terra or upon consummation of the Share Exchange will materially restrict the business of Terra; (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any agreement of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (Agreement. Terra has previously made available to Lycos true and correct copies of all employment and deferred compensation agreements in effect as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)date of this Agreement which are in writing and to which Terra or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a5.12(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Terra Disclosure Schedule, is referred to herein as a “Parent "TERRA CONTRACT," and neither Terra nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which has had or would reasonably be expected to have, either individually or in the aggregate, a Material Contract,” and for purposes Adverse Effect on Terra. (i) As of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. (b) Each Parent Material , each Terra Contract isis valid and binding on Terra or any of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent (ii) Terra and each of its Subsidiaries have has in all material respects performed all obligations required to be performed by them it to date under each Parent Material Contract to which it is a partyTerra Contract, except where such failure to be binding or in full force and effect or such failure to perform does not and is noncompliance would not reasonably likely be expected to createhave, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on Terra, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Terra or any of its Subsidiaries under any such matters as do not and are not reasonably likely to haveTerra Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on Terra.

Certain Contracts. (a) Except as set forth in Section 4.23 3.13(a) of the Parent Lakeland Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports as filed with or incorporated into any Lakeland Report filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound hereof, as of the date hereof, neither Lakeland nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any Lakeland Benefit Plan): (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a provision that materially restricts the conduct of any drilling unit construction, repair, modification, life extension, overhaul line of business by Lakeland or conversion contract for any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, effect); (iii) which is a collective bargaining agreement or similar agreement with any drilling contracts of one year or greater remaining duration, including fixed price customer options, labor organization; (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Lakeland Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Lakeland; (v) (A) that relates to the incurrence of indebtedness by Lakeland or any of its Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Lakeland or any of its Subsidiaries of, or any similar commitment by Lakeland or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $250,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Lakeland or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of Lakeland or its Subsidiaries, restricted stock plan taken as a whole; (vii) which creates future payment obligations in excess of $500,000 per annum other than any such contracts which are terminable by Lakeland or stock purchase planany of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Lakeland or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Lakeland or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any “person, business or asset and under which Lakeland or its Subsidiaries have or may have a material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.13(a) (excluding any Lakeland Benefit Plan), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Lakeland Disclosure Schedule, is referred to herein as a “Parent Material Lakeland Contract,.” Lakeland has made available to Provident true, correct and for purposes complete copies of Section 5.1 and the bringdown each Lakeland Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (b) Each Parent In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Lakeland, (i) each Lakeland Contract isis valid and binding on Lakeland or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent (ii) Lakeland and each of its Subsidiaries have in all material respects has complied with and performed all obligations required to be performed by them it to date under each Parent Material Lakeland Contract, (iii) to the knowledge of Lakeland, each third-party counterparty to each Lakeland Contract to which it is a party, except where such failure has complied with and performed all obligations required to be binding or in full force and effect or performed by it to date under such failure to perform Lakeland Contract, (iv) Lakeland does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows have knowledge of, or and has not received written notice of, any violation of any Lakeland Contract by any of the other parties thereto, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a breach of or violation or default under (noron the part of Lakeland or any of its Subsidiaries, or to the knowledge of ParentLakeland, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party thereto, of or under any such Lakeland Contract and (vi) no third-party counterparty to a Parent Material any Lakeland Contract has exercised or threatened in writing to exercise rights adverse any force majeure (or similar) provision to Parent. Each Parent Material excuse non-performance or performance delays in any Lakeland Contract is enforceable by Parent as a result of the Pandemic or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectPandemic Measures.

Certain Contracts. (a) Section 4.23 of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments Except as filed with or agreements (other than those set forth on an exhibit index in the Parent Reports incorporated into any Seller Report filed prior to the date hereof, neither Seller nor any of this Agreement) to which Parent or any Subsidiary of Parent Seller Subsidiaries is a party to or bound by which any of them contract, arrangement, commitment or their assets is bound as of the date of this Agreement: understanding (whether written or oral, but excluding any Seller Benefit Plan): (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a provision that materially restricts the conduct or any drilling unit construction, repair, modification, life extension, overhaul line of business by Seller or conversion contract for any of Seller Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, effect); (iii) which is a collective bargaining agreement or similar agreement with any drilling contracts of one year or greater remaining duration, including fixed price customer options, labor organization; (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Seller Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Seller; (v) (A) that relates to the incurrence of indebtedness by Seller or any of Seller Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation rights plancapitalized leases and other similar financing arrangements (other than deposit liabilities, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of trade payables, federal funds purchased, advances and loans from the SEC). Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement.Federal (b) Each Parent In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Seller, (i) each Seller Contract isis valid and binding on Seller or one of Seller Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent (ii) Seller and each of its Seller Subsidiaries have has in all material respects complied with and performed all obligations required to be performed by them it to date under each Parent Material Seller Contract, (iii) to the knowledge of Seller, each third-party counterparty to each Seller Contract to which it is a party, except where such failure has in all material respects complied with and performed all obligations required to be binding or in full force and effect or performed by it to date under such failure to perform Seller Contract, (iv) Seller does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows have knowledge of, or and has not received written notice of, any violation of any Seller Contract by any of the other parties thereto, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach of or violation or default under (noron the part of Seller or any of Seller Subsidiaries, or to the knowledge of ParentSeller, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party thereto, of or under any such Seller Contract and (vi) no third-party counterparty to a Parent Material any Seller Contract has exercised or threatened in writing to exercise rights adverse any force majeure (or similar) provision to Parent. Each Parent Material Contract is enforceable by Parent excuse non-performance or a Subsidiary of Parent performance delays in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effectany Seller Contract.

Certain Contracts. (a) Section 4.23 of Except for this Agreement and the Parent Disclosure Schedule contains a list of all of the following contractsTransaction Documents and any agreements contemplated hereby or thereby, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither Montage nor any of this Agreement: the Montage Subsidiaries is a party to or bound by: (i) any non-competition agreement that purports Contract relating to limit the manner in which, or the localities in which, all material Indebtedness of Montage or any portion of their respective businesses is conducted, the Montage Subsidiaries (other than any such limitation that is not material to Parent Contracts between Montage and its wholly owned Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, ); (ii) any drilling unit constructionContract under which Montage or any of the Montage Subsidiaries has directly, repairor indirectly, modificationmade any loan, life extensioncapital contribution or other investment in, overhaul or conversion contract for an amount in excess of $50 million, with respect any Person (other than (w) any such Contract pursuant to which there are no outstanding obligations, (x) extensions of credit in the drilling unit has not been delivered ordinary course of business, (y) investments in marketable securities in the ordinary course of business, and paid for, (z) investments by Montage or its wholly owned Subsidiaries in wholly owned Subsidiaries of Montage); (iii) any drilling contracts Contract that limits or purports to limit or restrict in any material respect the ability of one year Montage or greater remaining duration, any of the Montage Subsidiaries or Affiliates (including fixed price customer options, Marigold and the Montage Subsidiaries after the Second Merger) to compete in any business or geographic area; (iv) any contract material partnership, joint venture, limited liability company or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, similar Contract; (v) any employment Contract that is a local marketing agreement, joint sales agreement, shared services agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, similar agreement; (vi) any agreement which, upon Contract relating to Program Rights under which it would reasonably be expected that Montage and the consummation Montage Subsidiaries would make annual payments of the Merger $500,000 or more during any other transaction contemplated by this Agreement, will twelve (either alone or upon the occurrence of any additional acts or events, including the passage of time12) result in any payment or benefit (whether of severance pay or otherwise) becoming due, month period or the acceleration or vesting remaining term of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, such Contract; (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement network affiliation Contract or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, Contract; (viii) any agreement the benefits of which will be increased, Contract relating to cable or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, satellite transmission or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or retransmission with MVPDs with more than 10,000 paid subscribers with respect to each Montage Station; (ix) any material Barter Agreement; (x) any material Contract with a Governmental Entity; (xi) any Contract for the acquisition, sale, lease or license of any material business or properties or assets of or by Montage or any of the Montage Subsidiaries outside of the ordinary course of business (by merger, purchase or sale of assets or stock) entered into since July 1, 2012 or any Contract for any acquisition of any material business or properties or assets by Montage or any of the Montage Subsidiaries pursuant to which Montage or any of the Montage Subsidiaries has any outstanding “earn-out” or other obligation to pay consideration; (xii) any Contract governing a Montage Related Party Transaction; (xiii) any Contract that would be a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC). Each contract, arrangement, commitment ) of Montage; (xiv) any registration rights agreements with respect to securities of Montage; or (xv) any other Contract or understanding series of related Contracts under which it would reasonably be expected that Montage and the Montage Subsidiaries would receive or make annual payments of $1,000,000 or more during any twelve (12) month period or the remaining term of such Contract; (the Contracts of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is clauses (i) through (xv) above being referred to herein as a the “Parent Montage Material Contract,” Contracts”). Each Montage Material Contract (including all amendments and for purposes supplements thereto) as in effect as of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date hereof is listed on Section 4.12(a) of this Agreementthe Montage Disclosure Letter and has heretofore been made available to Marigold. (b) Each Parent With respect to each of the Montage Material Contract isContracts, (i) except to the knowledge of Parent, in full force and effect, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which extent it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent expired in accordance with its terms, subject to such Montage Material Contract is valid and binding on Montage or the Montage Subsidiaries, as applicable (except as may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies), (ii) none of Montage or any of the Montage Subsidiaries or, to the Knowledge of the Montage, any other similar laws relating party to creditors’ rights and general principles of equity (regardless of whether enforceability such Montage Material Contract, is considered in a proceeding at law material breach or material violation of, or in equity)material default under, except where such unenforceability is not reasonably likely Montage Material Contract, and (iii) to createthe Knowledge of the Montage, individually no event has occurred which would result in such a material breach or in the aggregatematerial violation of, or a Parent material default under, such Montage Material Adverse EffectContract.

Certain Contracts. (a) Section 4.23 Schedule 3.21 of the Parent Company Disclosure Schedule contains sets forth a list of all each Contract to which the Company or any of the following contracts, commitments or agreements its Subsidiaries has entered into (other than those set forth on an exhibit index in the Parent Reports filed i) within twelve (12) months prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by hereof under which any of them or their assets is bound as of the date of this Agreement: (i) any non-competition agreement that purports Liabilities are reasonably likely to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, exist following the Effective TimeClosing Date, (ii) that provides an indemnification or reimbursement obligation by the Company or any drilling unit constructionof its Subsidiaries to any party (unless such indemnification or reimbursement obligation has terminated and the Company and its Subsidiaries are not aware of any demand, repairrequest or claim for indemnification or reimbursement that has been made or may be asserted thereunder, modificationregardless of whether the Company or any of its Subsidiaries believes the assertion of such demand, life extensionrequest or claim is valid under such contract or applicable Law), overhaul (iii) in which any obligation of the Company or conversion contract for an any of its Subsidiaries remain (actual or contingent) to the counterparty with a value or amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options50,000, (iv) which if the Company or any such Subsidiary terminated such contract the Company or agreementsuch Subsidiary would be required to pay a fee, other than agreements among Parent and/or its wholly-owned Subsidiaries, for damages (liquidated or otherwise) or a penalty pursuant to the borrowing terms of money with a borrowing capacity or outstanding indebtedness such contract in excess of $50 million 10,000 (regardless of whether consent of the counterparty is provided), or more, (v) in the past three years outside of the ordinary course of business (each, a “Company Contract”). Neither the Company nor any employment agreement between of its Subsidiaries has entered into any contract of the following types: (x) Contracts that would purport to limit the Company, Parent or any of its Subsidiaries, on their Affiliates from engaging in the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger wireless communications services business or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result telecommunications business in any payment geographic area or benefit competing in any manner with any Person, (whether of severance pay or otherwisey) becoming dueContracts that would require the Company, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries Affiliates to deal exclusively with any officer, director, consultant Person or employee provide for “most favored nation” pricing as to the procurement or sale of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement goods or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increasedservices, or the vesting (z) Contracts granting a right of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, first refusal or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementsimilar right. (b) Each Parent Material A true and complete copy of each Company Contract is, entered into prior to the knowledge of date hereof has been Made Available to Parent, in full force and effect, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in . Neither the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent Company nor any of its Subsidiaries (x) knows of, or has received written notice of, any is in material breach of or violation or material default under (nor, the terms of any Company Contract or any other contract that would be a Company Contract if it were entered into prior to the knowledge date hereof (“Additional Contracts”). To the Knowledge of Parentthe Company, does there exist no other party to any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Company Contract or (y) has received written notice Additional Contract is in material breach of or in material default under the desire terms of the other party any Company Contract or parties to any Additional Contract where such Parent Material Contract to cancelmaterial breaches or material defaults have had, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is Except as would not reasonably be likely to createhave, individually or in the aggregate, a Parent Material Adverse Effect, each Company Contract and Additional Contract is a valid and binding obligation of the Company or the Subsidiary which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is enforceable against the Company or its applicable Subsidiary, as the case may be, in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Certain Contracts. (a) Except as set forth in Section 4.23 4.14(a) of the Parent IBTX Disclosure Schedule contains a list of all of the following contractsor as filed with any IBTX Reports, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither IBTX nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any IBTX Benefit Plan): (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a provision that materially restricts the conduct of any drilling unit construction, repair, modification, life extension, overhaul line of business by IBTX or conversion contract for an amount any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Entity or any of its affiliates to engage in excess any line of $50 million, with respect to which the drilling unit has not been delivered and paid for, business or in any geographic region; (iii) with or to a labor union or guild (including any drilling contracts of one year or greater remaining duration, including fixed price customer options, collective bargaining agreement); (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite IBTX Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on IBTX; (v) (A) that relates to the incurrence of indebtedness by IBTX or any of its Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by IBTX or any of its Subsidiaries of, or any similar commitment by IBTX or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $5,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of IBTX or its Subsidiaries; (vii) that is a consulting agreement or data processing, restricted stock plan software programming or stock purchase planlicensing contract involving the payment of more than $2,000,000 per annum (other than any such contracts which are terminable by IBTX or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of IBTX or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any “person, business or asset and under which IBTX or its Subsidiaries have or may have a material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a4.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent IBTX Disclosure Schedule, is referred to herein as a “Parent Material IBTX Contract,.” IBTX has made available to TCBI true, correct and for purposes complete copies of Section 5.1 and the bringdown each IBTX Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (b) (%4) Each Parent Material IBTX Contract isis valid and binding on IBTX or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBTX, (%4) IBTX and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent Material Contract to which it is a partyIBTX Contract, except where such failure noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBTX, (%4) to the knowledge of IBTX, each third-party counterparty to each IBTX Contract has in all material respects complied with and performed all obligations required to be binding complied with and performed by it to date under such IBTX Contract, except where such noncompliance or nonperformance, either individually or in full force and effect or such failure to perform does not and is the aggregate, would not reasonably likely be expected to createhave a Material Adverse Effect on IBTX, (%4) neither IBTX nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any IBTX Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on IBTX and (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of IBTX or any of its Subsidiaries or, to the knowledge of IBTX, any other party thereto, of or under any such matters as do not and are not reasonably likely to haveIBTX Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on IBTX.

Certain Contracts. (a) Section 4.23 Except as set forth in Schedule 4.14(a) of the Parent SFS Disclosure Schedule contains a list of all Schedules, neither SFS nor any of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent SFS Subsidiaries is a party to or by which any of them or their assets is bound as of the date of this Agreement: by: (i) any non-competition agreement that purports contract, arrangement, commitment or understanding (whether written or oral) with respect to limit the manner in whichemployment or compensation of any directors, officers or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, employees; (ii) any drilling unit constructioncontract, repairarrangement, modification, life extension, overhaul commitment or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, understanding (iiiwhether written or oral) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction transactions contemplated by this Agreement, Agreement or the Plan of Merger will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming duedue from HBE, or SFS, the acceleration or vesting of any right to any payment or benefitsSurviving Corporation, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant director or employee thereof or to the trustee under any "rabbi trust" or similar arrangement; (iii) any contract, arrangement, commitment or understanding (whether written or oral) which materially restricts the conduct of any line of the foregoing, business by SFS; or (viiiv) any agreement which is a material joint venture agreementcontract, joint operating agreementarrangement, partnership agreement commitment or other similar contract understanding (whether written or agreement involving a sharing oral), including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increasedincreased or be required to be paid, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) the Plan of Merger. SFS has previously made available to HBE true and correct copies of all employment and deferred compensation arrangements which are in writing and to which SFS or (ix) any “material contract” (as such term an SFS Subsidiary is defined in Item 601(b)(10) of Regulation S-K of the SEC)a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a4.14(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material an "SFS Contract,” " and for purposes neither SFS nor any of Section 5.1 and the bringdown SFS Subsidiaries knows of, or has received notice of, any violation of Section 4.23(b) pursuant to Section 6.2any SFS Contract by any of the other parties thereto, “Parent which, individually or in the aggregate, would have a Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this AgreementAdverse Effect on SFS. (bi) Each Parent Material each SFS Contract isis valid and binding on SFS or the applicable SFS Subsidiary, to as the knowledge of Parentcase may be, and is in full force and effect, and Parent (ii) SFS and each of its the SFS Subsidiaries have in all material respects has performed all obligations required to be performed by them it to date under each Parent Material SFS Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createnoncompliance, individually or in the aggregate, would not have a Parent Material Adverse Effect. Except for Effect on SFS, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of SFS or any of the SFS Subsidiaries under any such matters as do not and are not reasonably likely to haveSFS Contract, except where any such default, individually or in the aggregate, would not have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on SFS.

Certain Contracts. (a) Except as set forth in Section 4.23 3.14(a) of the Parent Cadence Disclosure Schedule contains a list of all of the following contractsor as filed with any Cadence Reports, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither Cadence nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), but excluding any Cadence Benefit Plan: (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a provision that materially restricts the conduct of any drilling unit construction, repair, modification, life extension, overhaul line of business by Cadence or conversion contract for an amount any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Entity or any of its affiliates to engage in excess any line of $50 million, with respect to which the drilling unit has not been delivered and paid for, business or in any geographic region; (iii) which is a collective bargaining agreement or similar agreement with any drilling contracts of one year or greater remaining duration, including fixed price customer options, labor organization; (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Cadence Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cadence; (v) (A) that relates to the incurrence of indebtedness by Cadence or any of its Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Cadence or any of its Subsidiaries of, or any similar commitment by Cadence or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $25,000,000 or more, but, in each case, excluding any indebtedness disclosed in any Cadence Report(s) filed since January 1, 2021 or entered into in the ordinary course of business; (vi) that grants any material right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of Cadence or its Subsidiaries, restricted stock plan taken as a whole; (vii) which creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by Cadence or stock purchase planany of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), other than with respect to indebtedness disclosed in any Cadence Report(s) filed since January 1, 2021 or leases or other agreements entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Cadence or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any “person, business or asset and under which Cadence or its Subsidiaries have or may have a material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Cadence Disclosure Schedule, is referred to herein as a “Parent Material Cadence Contract,.” Cadence has made available to BancorpSouth true, correct and for purposes complete copies of Section 5.1 and the bringdown each Cadence Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (bi) Each Parent Material Cadence Contract isis valid and binding on Cadence or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Cadence, (ii) Cadence and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent Material Contract to which it is a partyCadence Contract, except where such failure noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Cadence, (iii) to the knowledge of Cadence, each third-party counterparty to each Cadence Contract has in all material respects complied with and performed all obligations required to be binding complied with and performed by it to date under such Cadence Contract, except where such noncompliance or nonperformance, either individually or in full force and effect or such failure to perform does not and is the aggregate, would not reasonably likely be expected to createhave a Material Adverse Effect on Cadence, (iv) neither Cadence nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any Cadence Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on Cadence, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Cadence or any of its Subsidiaries, or to the knowledge of Cadence, any other party thereto, of or under any such matters as do not and are not reasonably likely to haveCadence Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor Effect on Cadence and (vi) no third-party counterparty to any Cadence Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Cadence Contract as a result of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time a Pandemic or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectPandemic Measures.

Certain Contracts. (a) Section 4.23 Except as set forth in SCHEDULE 3.14(A) of the Parent HBE Disclosure Schedule contains a list of all of Schedules, neither HBE nor the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent HBE Bank is a party to or by which any of them or their assets is bound as of the date of this Agreement: by: (i) any non-competition agreement that purports contract, arrangement, commitment or understanding (whether written or oral) with respect to limit the manner in whichemployment or compensation of any directors, officers or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, employees; (ii) any drilling unit constructioncontract, repairarrangement, modification, life extension, overhaul commitment or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, understanding (iiiwhether written or oral) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction transactions contemplated by this Agreement, Agreement or the Plan of Merger will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming duedue from HBE, or SFS, the acceleration or vesting of any right to any payment or benefitsSurviving Corporation, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant director or employee thereof or to the trustee under any "rabbi trust" or similar arrangement; (iii) any contract, arrangement, commitment or understanding (whether written or oral) which materially restricts the conduct of any line of the foregoing, business by HBE; or (viiiv) any agreement which is a material joint venture agreementcontract, joint operating agreementarrangement, partnership agreement commitment or other similar contract understanding (whether written or agreement involving a sharing oral), including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increasedincreased or be required to be paid, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) the Plan of Merger. HBE has previously made available to SFS true and correct copies of all employment and deferred compensation arrangements which are in writing and to which HBE or (ix) any “material contract” (as such term the HBE Bank is defined in Item 601(b)(10) of Regulation S-K of the SEC)a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material an "HBE Contract,” " and for purposes neither HBE nor the HBE Bank knows of, or has received notice of, any violation of Section 5.1 and any HBE Contract by any of the bringdown of Section 4.23(b) pursuant to Section 6.2other parties thereto, “Parent which, individually or in the aggregate, would have a Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this AgreementAdverse Effect on HBE. (bi) Each Parent Material HBE Contract isis valid and binding on HBE or the HBE Bank, to as the knowledge of Parentcase may be, and is in full force and effect, and Parent and (ii) each of its Subsidiaries have in all material respects HBE and the HBE Bank has performed all obligations required to be performed by them it to date under each Parent Material HBE Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createnoncompliance, individually or in the aggregate, would not have a Parent Material Adverse Effect. Except for Effect on HBE, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of HBE or the HBE Bank under any such matters as do not and are not reasonably likely to haveHBE Contract, except where any such default, individually or in the aggregate, would not have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on HBE.

Certain Contracts. 4.15.1 Except for this Agreement, and those agreements and other documents which have been filed as exhibits to Alliance’s Securities Documents or set forth in the ALLIANCE DISCLOSURE SCHEDULE, neither Alliance nor any Alliance Subsidiary is a party to, bound by or subject to (ai) Section 4.23 any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a “material contract” within the meaning of Item 601(b)(10) of the Parent Disclosure Schedule contains a list SEC’s Regulation S-K; (ii) any collective bargaining agreement with any labor union relating to employees of all Alliance or any Alliance Subsidiary; (iii) any agreement which by its terms limits the payment of dividends by Alliance or Tolland; (iv) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Alliance or any Alliance Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, Federal Home Loan Bank of Boston advances, bankers’ acceptances, and “treasury tax and loan” accounts Back to Contents established in the following contracts, commitments ordinary course of business and transactions in “federal funds” or agreements which contain financial covenants or other restrictions (other than those set forth on an exhibit index in the Parent Reports filed prior relating to the date payment of principal and interest when due) which would be applicable on or after the Closing Date to Alliance or any Tolland Subsidiary; (v) any contract (other than this Agreement) limiting the freedom, in any material respect, of Alliance or Tolland to engage in any type of banking or bank-related business which Parent Alliance or any Subsidiary of Parent Tolland is a party or by which any of them or their assets is bound permitted to engage in under applicable law as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, Agreement or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement whichagreement, upon contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the consummation conduct of business by Alliance or any Alliance Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.15.2 Each real estate lease that may require the consent of the lessor or its agent resulting from the Merger or any other transaction contemplated prior merger of Tolland by this Agreementvirtue of a legal conclusion, will (either alone prohibition or upon the occurrence restriction relating to assignment, by operation of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay law or otherwise) becoming due, or change in control, is listed in ALLIANCE DISCLOSURE SCHEDULE 4.15.2 identifying the acceleration section of the lease that contains such prohibition or vesting of any right restriction. Subject to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is consents that may be required as a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any result of the transactions contemplated by this Agreement, or the value of to its Knowledge, neither Alliance nor any of the benefits of which will be calculated on the basis of Alliance Subsidiary is in default in any of the transactions contemplated by this Agreement (including material respect under any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, agreement, commitment, arrangement, commitment lease, insurance policy or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. (b) Each Parent Material Contract is, to the knowledge of Parent, in full force and effect, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract other instrument to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createby which its assets, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows ofbusiness, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has received written notice ofnot occurred any event that, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage lapse of time or the giving of notice or both both, would result in constitute such a violation or default under) default. 4.15.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.15.1 and 4.15.2, are listed on ALLIANCE DISCLOSURE SCHEDULE and are in full force and effect on the date hereof and neither Alliance nor any Parent Material Contract or Alliance Subsidiary (y) has received written notice nor, to the Knowledge of the desire of the other party or parties to any such Parent Material Contract to cancelAlliance, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. Except as listed on Section 14.5.2 of the ALLIANCE DISCLOSURE SCHEDULE, no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, plan, arrangement or instrument as a Parent Material Contract result of the execution of, and the transactions contemplated by, this Agreement. No contract, or similar agreement or arrangement to exercise rights adverse which Alliance or any Alliance Subsidiary is a party or under which Alliance or any Alliance Subsidiary may be liable contains provisions which permit an independent contractor to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject terminate it without cause and continue to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effectaccrue future benefits thereunder.

Certain Contracts. (a) Except as set forth in Section 4.23 3.14(a) of the Parent Neenah Disclosure Schedule contains a list of all of the following contractsSchedules, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither Neenah nor any of this Agreement: Neenah Subsidiaries is a party to or bound by any Contract, but excluding any Neenah Benefit Plan: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) that contains a non-compete that materially restricts the conduct of any line of business by Neenah or any of its affiliates or upon consummation of the Merger will materially restrict the ability of SWM or any of its affiliates to engage in any line of business or in any geographic region; (iii) that is material and obligates Neenah or any of the Neenah Subsidiaries, or will obligate SWM, to conduct business with any third party on a preferential or exclusive basis or contains “most favored nation” or similar provisions, or that contains minimum use or supply requirements that are material in any respect to Neenah, the Neenah Subsidiaries, and any affiliates (including SWM or its affiliates after the Effective Time); (iv) that is an indenture, credit agreement, loan agreement, security agreement, guarantee (other than performance guarantees), note, mortgage, or other agreement or commitment (other than any purchase money security interest) that provides for or relates to any indebtedness of Neenah or any of the Neenah Subsidiaries, including any sale and leaseback transactions and other similar financing arrangements (but excluding capitalized leases), in each case with respect to a principal amount of $5,000,000 or more; (v) pursuant to which Neenah or any of the Neenah Subsidiaries receives from any third party a license or similar right to any Intellectual Property that is material to Neenah, other than licenses with respect to software that is generally commercially available; (vi) that is a settlement, consent, or similar agreement and contains any material continuing obligations of Neenah or any of the Neenah Subsidiaries; (vii) that relates to a material joint venture, partnership or similar relationship (other than any such agreement solely between or among Neenah and its wholly-owned Neenah Subsidiaries); (viii) that is an acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by Neenah or any Neenah Subsidiary of future payments in excess of $2,000,000; (ix) that is a Contract (or form thereof and a list of the parties thereto) between Neenah or any Neenah Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly-owned Neenah Subsidiary) of Neenah or any Neenah Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) that includes a material indemnification obligation of Neenah or any of the Neenah Subsidiaries which was granted outside of the Ordinary Course of Business; (xi) that contains a put, call or similar right pursuant to which Neenah or any Neenah Subsidiary could be required to sell, as applicable, any equity interests of any person or material amount of assets; or (xii) that provides any current employees, officers or directors of Neenah or any Neenah Subsidiary with annual base compensation in excess of $250,000 (and pursuant to which such employee would be entitled to severance compensation in excess of 50% of such individual’s annual base compensation), other than Contracts that are terminable without penalty or notice or employment Contracts entered into on standard forms provided by foreign Governmental Entities. Each contract, arrangement, commitment or understanding Contract of the type described in this Section 4.23(a3.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Neenah Disclosure ScheduleSchedules, is referred to herein as a “Parent Neenah Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement.” (b) (i) Each Parent Neenah Material Contract isis valid and binding on Neenah or one of the Neenah Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Neenah, (ii) Neenah and each of its the Neenah Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent Neenah Material Contract to which it is a partyContract, except where such failure noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Neenah, (iii) to the knowledge of Neenah, each third-party counterparty to each Neenah Material Contract has in all material respects complied with and performed all obligations required to be binding complied with and performed by it to date under such Neenah Material Contract, except where such noncompliance or nonperformance, either individually or in full force and effect or such failure to perform does not and is the aggregate, would not reasonably likely be expected to createhave a Material Adverse Effect on Neenah, (iv) neither Neenah nor any of the Neenah Subsidiaries has knowledge of, or has received notice of, any violation of any Neenah Material Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on Neenah, and (v) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material breach or default on the part of Neenah or any of the Neenah Subsidiaries, or to the knowledge of Neenah, any other party thereto, of or under any such matters as do not and are not reasonably likely to haveNeenah Material Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on Neenah.

Certain Contracts. (a) Section 4.23 Except (x) for those agreements and other documents filed as exhibits to or incorporated by reference in any Sterling Reports publicly filed under Sections 13(a), 14(a) or 15(d) of the Parent Disclosure Schedule contains a list of all Exchange Act by Sterling with the SEC since January 1, 2013 or (y) as set forth in Section 3.14(a) of the following contractsSterling Disclosure Schedule, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which neither Sterling nor any of them or their assets is bound its Subsidiaries is, as of the date of this Agreement: hereof, a party to or bound by any contract, arrangement or commitment (whether written or oral): (i) with respect to the employment of any non-competition agreement that purports to limit the manner in whichdirectors, officers or the localities in which, all or any portion of their respective businesses is conductedemployees, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following in the Effective Time, ordinary course of business consistent with past practice; (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation of the Merger or any other transaction transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming duedue from Umpqua, or Sterling, the acceleration or vesting of any right to any payment or benefitsSurviving Corporation, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant officer or employee of any of the foregoing, thereof; (viiiii) any agreement which that is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (iv) that contains a non-compete or client or customer non-solicit requirement or any other similar provision that, in any such case, materially restricts the conduct of any line of business by Sterling or any of its affiliates or, upon consummation of the Merger, will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business; (v) that is material to Sterling and its Subsidiaries (or that would be material to the Surviving Corporation and its Subsidiaries after the Effective Time) and obligates Sterling or its Subsidiaries, or following the Closing, the Surviving Corporation or its Subsidiaries, to conduct business with any third party on a preferential or exclusive basis or which contains “most favored nation” or similar covenants; (vi) with or to a labor union or guild (including any collective bargaining agreement); (vii) that relates to the incurrence of indebtedness by Sterling or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business) in the principal amount of $1,000,000 or more, including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Sterling or its Subsidiaries; (ix) that relates to the acquisition or disposition of any assets (other than acquisitions or dispositions of assets in the ordinary course of business) or any business, in either case for a purchase price in excess of $1,000,000 (whether by merger, sale of stock, sale of assets or otherwise) and with any outstanding obligations as of the date of this Agreement that are material to Sterling or any of its Subsidiaries; (x) that involves the payment of more than $1,000,000 per annum by Sterling and/or one or more of its Subsidiaries, taken as a whole (other than any such contracts which are terminable by Sterling or any of its Subsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice); (xi) that limits the payment of dividends by Sterling or any of its Subsidiaries; or (xii) that relates to a material joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any third party, or the formation, creation or operation, management or control of any material partnership or joint venture with any third parties. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a), whether or not included set forth in the Sterling Disclosure Schedule or filed as an exhibit to or incorporated by reference in any Parent Report or included in Section 4.23 of the Parent Disclosure ScheduleSterling Report, is referred to herein as a “Parent Material Sterling Contract,” ”. Sterling has made available to Umpqua prior to the date hereof true, correct and complete copies of each written Sterling Contract (it being understood that documents available via the SEC’s E▇▇▇▇ system shall be deemed to have been made available for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementrepresentation). (bi) Each Parent Material Sterling Contract is, is valid and binding on Sterling or one of its Subsidiaries (subject to the knowledge of ParentEnforceability Exceptions), as applicable, and in full force and effect, and Parent except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Sterling, (ii) Sterling and each of its Subsidiaries have in all material respects has performed all obligations required to be performed by them it to date under each Parent Material Contract to which it is a partySterling Contract, except where such failure to be binding or in full force and effect or such failure to perform does not and is noncompliance would not reasonably likely be expected to createhave, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on Sterling, (iii) to Sterling’s knowledge no third-party counterparty to any Sterling Contract is in breach or violation of any provision of any Sterling Contract, except where such matters as do not and are breach or violation would not reasonably likely be expected to have, either individually or in the aggregate, a Parent Material Adverse EffectEffect on Sterling, neither Parent nor and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Sterling or any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancelSterling Contract, terminate, modify or repudiate except where such contract or exercise remedies thereunder. Except as default would not reasonably be reasonably likely expected to have, either individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on Sterling.

Certain Contracts. (a) Except as set forth in Section 4.23 3.14(a) of the Parent MOFG Disclosure Schedule contains a list of all of the following contractsor as filed with any MOFG Reports, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither MOFG nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), but excluding any MOFG Benefit Plan: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct of any line of business by MOFG or any of its Subsidiaries or upon consummation of the Mergers will materially restrict the ability of the Surviving Entity or any of its Affiliates to engage or compete in any line of business or in any geographic region (including any non-compete or client or customer non-solicitation requirement and any exclusivity or exclusive dealing provisions with such an effect) (excluding customary non-solicitation covenants contained in vendor agreements entered into in the ordinary course); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of MOFG or its Subsidiaries, taken as a whole; (v) that (A) relates to the incurrence of indebtedness by MOFG or any MOFG Subsidiary (including any sale and leaseback transactions, securitizations, off-balance sheet financing arrangements, capitalized leases and other similar financing arrangements), other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice or (B) provides for the guaranty, support, indemnification, assumption or endorsement by MOFG or any of its Subsidiaries of, or any similar commitment by MOFG or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (vi) relating to the lease of property having a value in excess of $200,000 in the aggregate; (vii) in which (i) MOFG or any of its Subsidiaries grants any right, license or covenant not to sue with respect to any Intellectual Property (other than non-exclusive licenses granted to customers in the ordinary course of business consistent with past practice) or (ii) MOFG or any of its Subsidiaries obtains any right, license or covenant not to sue with respect to any Intellectual Property (other than licenses for commercial off-the-shelf software which are generally available on non-discriminatory pricing terms with aggregate annual payments of less than $150,000); (viii) relating to any joint venture, partnership, limited liability company agreement or other similar agreement or arrangement; (ix) which relates to capital expenditures and involves future payments in excess of $500,000 in the aggregate; (x) which is not terminable on 60 days or less notice and involves the payment of more than $500,000 per annum; (xi) that relates to the provision of investment advisory or brokerage services by any third party; (xii) that is a settlement, consent or similar agreement and contains any material obligations of MOFG or any of its Subsidiaries that are reasonably expected to continue following the Effective Time; or (xiii) that relates to the acquisition or disposition of any person, business or asset (including any merger agreement, asset purchase agreement, stock purchase agreement, deposit assumption agreement, loss sharing agreement or other commitment to a Regulatory Agency in connection with the acquisition of a depository institution) and under which MOFG or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent MOFG Disclosure Schedule, is referred to herein as a “Parent MOFG Material Contract,.” MOFG has made available to NIC true, correct and for purposes complete copies of Section 5.1 and the bringdown each MOFG Material Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (b1) Each Parent MOFG Material Contract isis valid and binding on MOFG or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MOFG, (2) MOFG and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent MOFG Material Contract to which it is a partyContract, except where such failure noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MOFG, (3) to the knowledge of MOFG, each third-party counterparty to each MOFG Material Contract has in all material respects complied with and performed all obligations required to be binding complied with and performed by it to date under such MOFG Material Contract, except where such noncompliance or nonperformance, either individually or in full force and effect or such failure to perform does not and is the aggregate, would not reasonably likely be expected to createhave a Material Adverse Effect on MOFG, (4) neither MOFG nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any MOFG Material Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on MOFG, and (5) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of MOFG or any of its Subsidiaries, or to the knowledge of MOFG, any other party thereto, of or under any such matters as do not and are not reasonably likely to haveMOFG Material Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on MOFG.

Certain Contracts. (a) Except as set forth at Section 4.23 3.11 of the Parent Edify Disclosure Schedule contains Schedule, neither Edify nor any of its Subsidiaries is a list party to or bound by any contract, arrangement or commitment (i) with respect to the employment of all of the following contractsany directors, commitments officers, employees or agreements consultants (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to standard offer letters which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date of this Agreement: (i) any nonprovide for no more than at-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Timeemployment), (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon execution of this Agreement or the consummation of the Merger or any other transaction transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming duedue from S1, or Edify, the acceleration or vesting of any right to any payment or benefits, from Parent or the Company Surviving Corporation or any of their respective Subsidiaries to any officer, director, consultant officer or employee of thereof, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (v) containing any covenant materially limiting the right of Edify or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights, (vi) relating to the disposition or acquisition by Edify or any of its Subsidiaries after the date of this Agreement (including of a material amount of assets not in the ordinary course of business or pursuant to which Edify or any stock option planof its Subsidiaries has any material ownership interest in any corporation, stock appreciation rights planpartnership, restricted stock plan joint venture or stock purchase plan) other business enterprise other than Edify's Subsidiaries that is material to Edify's business as currently conducted, or (ixvii) to provide source code to any “third party for any product or technology that is material contract” to Edify and its Subsidiaries taken as a whole. Edify has previously made available to S1 true, correct and complete copies of all employment, consulting and deferred compensation agreements to which Edify or any of its Subsidiaries is a party. Section 3.11(a) of the Edify Disclosure Schedule sets forth a list of all material contracts (as such term is defined in Item 601(b)(10) of Regulation S-K K) of the SEC)Edify. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 4.23(a3.11(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 3.11(a) of the Parent Edify Disclosure Schedule, is referred to herein as a “Parent Material "Edify Contract,” " and for purposes neither Edify nor any of Section 5.1 and the bringdown its Subsidiaries has received written notice of, nor do any executive officers of Section 4.23(b) pursuant to Section 6.2such entities know of, “Parent Material any violation of any Edify Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. (bi) Each Parent Material Except as set forth in Section 3.11 of the Edify Disclosure Schedule, each Edify Contract isis valid and binding and in full force and effect as to the obligations of Edify thereunder, and, to the knowledge of ParentEdify, is valid and binding and in full force and effecteffect as to the obligations by the third parties thereto, and Parent (ii) Edify and each of its Subsidiaries have has, and to the knowledge of Edify, each third party has, in all material respects performed all obligations required to be performed by them it to date under each Parent Material Contract to Edify Contract, and (iii) no event or condition exists which it is a partyconstitutes or, except where such failure to be binding after notice or in full force and effect lapse of time or such failure to perform does not and is not reasonably likely to createboth, individually or in the aggregatewould constitute, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually material default on the part of Edify or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, under any breach of or violation or default under (norsuch Edify Contract or, to the knowledge of ParentEdify, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other third party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effectthereto.

Certain Contracts. (a) Section 4.23 Except as set forth in Schedule 3.13(a) of the Parent Eagle Disclosure Schedule contains a list of all Schedules or as an exhibit to the Eagle SEC Documents, neither Eagle nor any of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent Eagle Subsidiaries is a party to or by which any of them or their assets is bound as of the date of this Agreementby: (i) any non-competition agreement that purports contract, arrangement, commitment or understanding (whether written or oral) with respect to limit the manner in whichemployment or compensation of any directors, officers or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, employees; (ii) any drilling unit constructioncontract, repairarrangement, modification, life extension, overhaul commitment or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, understanding (iiiwhether written or oral) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming duedue from Eagle, or Buyer, the acceleration or vesting of any right to any payment or benefitsSurviving Corporation, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant director or employee of thereof or to the trustee under any "rabbi trust" or similar arrangement; (iii) any contract, arrangement, commitment or understanding (whether written or oral), including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increasedincreased or be required to be paid, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement; (iv) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any stock option planindemnification agreements between Eagle or any of the Eagle Subsidiaries and any of its officers or directors; (v) any agreement, stock appreciation rights plan, restricted stock plan contract or stock purchase plan) commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business; or (ixvi) any “material contract” (as such term is defined in Item 601(b)(10) agreement relating to the sale or purchase of Regulation S-K any business or business assets providing for payment of the SEC)any deferred or contingent consideration by Eagle or providing for indemnification by Eagle. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.13(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material an "Eagle Contract,” " and for purposes neither Eagle nor any of Section 5.1 and the bringdown Eagle Subsidiaries knows of, or has received notice of, any violation of Section 4.23(b) pursuant to Section 6.2any Eagle Contract by any of the other parties thereto, “Parent which, individually or in the aggregate, would have a Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this AgreementAdverse Effect on Eagle. (bi) Each Parent Material Eagle Contract isis valid and binding on Eagle or the applicable Eagle Subsidiary, to as the knowledge of Parentcase may be, and is in full force and effect, and Parent (ii) Eagle and each of its the Eagle Subsidiaries have in all material respects has performed all obligations required to be performed by them it to date under each Parent Material Eagle Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createnoncompliance, individually or in the aggregate, would not have a Parent Material Adverse Effect. Except for Effect on Eagle, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of Eagle or any of the Eagle Subsidiaries under any such matters as do not and are not reasonably likely to haveEagle Contract, except where any such default, individually or in the aggregate, would not have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on Eagle.

Certain Contracts. (a) Section 4.23 of the Parent Except as disclosed in Seller Disclosure Schedule contains a list of all of the following contracts3.13(a), commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent Seller is not a party to, nor is it bound or by which any of them affected by, nor does it receive or their assets is bound as of the date of this Agreement: it obligated to pay compensation or benefits under (i) any non-competition agreement that purports agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to limit the manner in which, borrowing of money by Seller or the localities guarantee by Seller of any obligation except for deposit liabilities, federal funds purchased, borrowings from the Federal Home Loan Bank and securities repurchase agreements entered into in which, all or any portion the ordinary course of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, business; (ii) any drilling unit constructioncontract, repair, modification, life extension, overhaul agreement or conversion contract for an amount in excess of $50 million, understanding with respect to which the drilling unit has not been delivered and paid for, a labor union; (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiariesarrangement or understanding pursuant to which any payment (whether of severance pay or otherwise) became or may become due to any director, for the borrowing officer or employee of money with a borrowing capacity Seller upon execution of this Agreement or outstanding indebtedness of $50 million upon or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the following consummation of the Merger or any other transaction transactions contemplated by this Agreement, will Agreement (either alone or upon in connection with the occurrence of any additional acts or events); (iv) any agreement, including arrangement or understanding to which Seller is a party or by which it is bound which materially limits the passage freedom of time) result Seller to compete in any payment line of business or benefit (whether of severance pay or otherwise) becoming duewith any person, or that involve any restriction of the acceleration geographic area in which, or vesting method by which, it may carry on its business (other than as may be required by Law or any Governmental Entity); (v) any assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any right to any payment regulatory order or benefitsdecree with or by the FDIC, from Parent or the Company GDBF or any other regulatory agency (and no such agreement, memorandum or order imposes any obligation on Seller to make any additional capital contributions); (vi) any joint venture, partnership or similar agreement, arrangement or understanding providing for the sharing of their respective Subsidiaries to profits, losses, costs or liabilities by Seller with any officer, director, consultant or employee of any of the foregoing, other person; (vii) any purchase and assumption agreement which is a material joint venture agreement, joint operating agreement, partnership agreement with the FDIC; or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any other agreement, arrangement or understanding to which Seller is a party and which is material to the business, results of operations, assets, liabilities or condition (financial or otherwise) of Seller (excluding loan agreements or agreements relating to deposit accounts); in each of the foregoing cases whether written or oral (each such agreement the benefits of which will be increasedlisted, or the vesting of the benefits of which will required to be acceleratedlisted, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, 3.13(a) is referred to herein as a “Parent Material Contract,” and for purposes Seller Agreement”). Except as set forth in Seller Disclosure Schedule 3.13(a)(ix), Seller is not a party to any agreement, arrangement or commitment relating to the employment of Section 5.1 and a consultant or the bringdown employment, retirement, election or retention in office of Section 4.23(b) pursuant to Section 6.2any present or former director, “Parent Material Contract” shall include officer or employee of Seller (other than those which are terminable at will without any such contract, arrangement, commitment or understanding that is entered into after the date further amounts being payable thereunder as a result of this Agreementtermination by Seller). (b) Each Parent Material Contract is, to the knowledge of Parent, Seller is not in full force and effectdefault or in non-compliance under any Seller Agreement, and Parent and each there has not occurred any event that with the lapse of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which it is time or the giving of notice, or both, would constitute such a partydefault or non-compliance, except where for such failure to be binding default or in full force and effect or such failure to perform does not and is not reasonably likely to createnon-compliance which, individually or in the aggregate, would not reasonably be likely to result in a Parent Seller Material Adverse Effect. Except Each Seller Agreement is valid, binding and enforceable against Seller and, to the Knowledge of Seller, the other parties thereto in accordance with their respective terms, except as limited by the Bankruptcy and Equity Exception, and is in full force and effect in accordance with its terms and all rents and other monetary amounts that may have become due and payable thereunder have been paid, except for such matters as do not failures to have paid all rents and are not reasonably likely to haveother monetary amounts which, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, would not reasonably be likely to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Seller Material Adverse Effect.

Certain Contracts. (a) Except as set forth in Section 4.23 3.13(a) of the Parent Oxygen Disclosure Schedule contains a list of all of the following contractsSchedule, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither Oxygen nor any of this Agreement: its Subsidiaries is a party to or bound by any Contract: (i) with respect to the employment of any non-competition agreement that purports to limit the manner in whichdirectors, officers or the localities in which, all or any portion of their respective businesses is conductedemployees, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following in the Effective Time, ordinary course of business consistent with past practice; (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the execution or delivery of this Agreement or the consummation of the Merger or any other transaction transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming duedue from Carbon, or the acceleration or vesting of any right to any payment or benefitsOxygen, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant officer or employee of any of the foregoing, thereof; (viiiii) any agreement which that is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (iv) that contains a non-compete or client or customer non-solicit requirement that restricts the conduct of Oxygen or any of its Subsidiaries or following the Closing will restrict the conduct of Carbon or any of its Subsidiaries; (v) that obligates Oxygen or its Subsidiaries, or following the Closing, Carbon or any of its Subsidiaries, to conduct business with any third party on a preferential or exclusive basis or which contains “most favored nation” or similar covenants (other than any such Contracts that will not obligate Carbon or any of its Subsidiaries following the Closing (other than Oxygen and its Subsidiaries) or which are terminable by Oxygen or any of its Subsidiaries on sixty (60) days or less notice without any material required payment or other material conditions, other than the condition of notice); (vi) with or to a labor union or guild (including any collective bargaining agreement); (vii) that relates to the incurrence of indebtedness by Oxygen or any of its Subsidiaries in the principal amount of $1,000,000 or more, including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Oxygen or its Subsidiaries; (ix) that relates to the acquisition or disposition of any assets or business with a book value or purchase price in excess of $10,000,000 (whether by merger, sale of stock, sale of assets or otherwise), excluding the acquisition or STRICTLY CONFIDENTIAL EXECUTION disposition of loans (which, for the avoidance of doubt, are addressed solely in Section 3.13(a)(x)); (x) that relates to the acquisition or disposition of any loan with a book value or purchase price in excess of $10,000,000, which acquisition or disposition is pending or is otherwise not reflected on the Oxygen Interim Unaudited Financial Statements; (xi) that is a loss share agreement with the FDIC (a “Loss Share Agreement”) or any other Contract with the FDIC with rights or Liabilities that are material in respect of the transactions between Oxygen and its Subsidiaries, on the one hand, and the FDIC, on the other hand, in respect of (1) IndyMac Bank F.S.B., (2) La Jolla Bank, FSB or (3) First Federal Bank of California, F.S.B. (collectively with the Loss Share Agreements, the “FDIC Agreements”); (xii) that is a Contract with ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac that is material in respect of the relationship between Oxygen and its Subsidiaries, on the one hand, and ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac, on the other hand (collectively, the “GSE Agreements”); (xiii) that is a Contract with ▇▇▇▇▇▇ Mae, HUD, the USDA, the VA or any other federal or state Governmental Entity that insures or guarantees residential mortgage Loans and/or residential mortgage backed securities (each a “Governmental Insurer”); (xiv) with respect to the performance by Oxygen or its Subsidiaries of Loan servicing with any outstanding obligations that are material to Oxygen and its Subsidiaries (the “Servicing Agreements”); (xv) that obligates Oxygen or any of its Subsidiaries to indemnify or hold harmless any director or executive officer of Oxygen or any of its Subsidiaries (other than the organizational documents of Oxygen or its Subsidiaries); (xvi) that involved the payment of more than $1,000,000 by Oxygen and its Subsidiaries in the twelve month period ending July 30, 2014 or that is expected to in the twelve month period ending December 31, 2014 (other than any such Contracts which are terminable by Oxygen or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other material conditions, other than the condition of notice); (xvii) that is a settlement agreement other than (A) releases immaterial in nature or amount entered into in the ordinary course of business with the former employees of Oxygen or its Subsidiaries or independent contractors in connection with the routine cessation of such employee’s or independent contractor’s employment or (B) agreements the performance of which does not involve any payment after June 30, 2014 and does not impose any injunctive or other similar restrictions on Oxygen or its Subsidiaries; STRICTLY CONFIDENTIAL EXECUTION (xviii) that (A) grants Oxygen or one of its Subsidiaries any right to use any material Intellectual Property (other than “shrink-wrap,” “click-wrap” or “web-wrap” licenses in respect of commercially available software), (B) permits any third person to use, enforce or register any material Intellectual Property owned by Oxygen or its Subsidiaries (other than non-exclusive licenses to end-users or customers in the ordinary course of business) or (C) restricts the right of Oxygen or one of its Subsidiaries to use or register any material Intellectual Property owned by Oxygen or its Subsidiaries; or (xix) that relates to a material joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any third party, or the formation, creation or operation, management or control of any material partnership or joint venture with any third party. Each contract, arrangement, commitment or understanding Contract of the type described in this Section 4.23(a3.13(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Oxygen Disclosure Schedule, is referred to herein as an “Oxygen Contract.” Oxygen has Made Available to Carbon prior to the date of this Agreement a “Parent Material complete and correct copy of each Oxygen Contract,” , including all amendments, modifications and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after supplements thereto as in effect on the date of this Agreement. (b) Each Parent Material Oxygen Contract is, to the knowledge of Parent, in full force and effect, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually valid and binding on Oxygen or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any one of its Subsidiaries (x) knows ofSubsidiaries, or has received written notice ofas applicable, any breach of or violation or default under (norand to Oxygen’s Knowledge the other parties thereto, enforceable against Oxygen and its subsidiaries and, to the knowledge of ParentOxygen’s Knowledge, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent thereto in accordance with its terms, subject except as may be limited by the Enforceability Exceptions. Neither Oxygen nor any of its Subsidiaries is, nor, to applicable bankruptcyOxygen’s Knowledge, insolvencyis any other party, reorganizationin breach, moratorium default or violation (and no event has occurred or not occurred through Oxygen’s or any of its Subsidiaries’ action or inaction or, to Oxygen’s Knowledge, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of any Oxygen Contract. There are no disputes pending or, to Oxygen’s Knowledge, threatened with respect to any Oxygen Contract and neither Oxygen nor any of its Subsidiaries has received any written notice of the intention of any other similar laws relating party to creditors’ rights and general principles of equity (regardless of whether enforceability an Oxygen Contract to terminate for default, convenience or otherwise any Oxygen Contract, nor to Oxygen’s Knowledge, is considered in a proceeding at law or in equity), except where any such unenforceability is not reasonably likely party threatening to create, individually or in the aggregate, a Parent Material Adverse Effectdo so.

Certain Contracts. (a) Except as set forth in Section 4.23 3.14(a) of the Parent TCBI Disclosure Schedule contains a list of all of the following contractsor as filed with any TCBI Reports, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither TCBI nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any TCBI Benefit Plan): (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a provision that materially restricts the conduct of any drilling unit construction, repair, modification, life extension, overhaul line of business by TCBI or conversion contract for an amount any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Entity or any of its affiliates to engage in excess any line of $50 million, with respect to which the drilling unit has not been delivered and paid for, business or in any geographic region; (iii) with or to a labor union or guild (including any drilling contracts of one year or greater remaining duration, including fixed price customer options, collective bargaining agreement); (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite TCBI Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on TCBI; (v) (A) that relates to the incurrence of indebtedness by TCBI or any of its Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by TCBI or any of its Subsidiaries of, or any similar commitment by TCBI or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $5,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of TCBI or its Subsidiaries; (vii) that is a consulting agreement or data processing, restricted stock plan software programming or stock purchase planlicensing contract involving the payment of more than $2,000,000 per annum (other than any such contracts which are terminable by TCBI or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of TCBI or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any “person, business or asset and under which TCBI or its Subsidiaries have or may have a material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent TCBI Disclosure Schedule, is referred to herein as a “Parent Material TCBI Contract,.” TCBI has made available to IBTX true, correct and for purposes complete copies of Section 5.1 and the bringdown each TCBI Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (b) (%4) Each Parent Material TCBI Contract isis valid and binding on TCBI or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI, (%4) TCBI and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent Material Contract to which it is a partyTCBI Contract, except where such failure noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI, (%4) to the knowledge of TCBI, each third-party counterparty to each TCBI Contract has in all material respects complied with and performed all obligations required to be binding complied with and performed by it to date under such TCBI Contract, except where such noncompliance or nonperformance, either individually or in full force and effect or such failure to perform does not and is the aggregate, would not reasonably likely be expected to createhave a Material Adverse Effect on TCBI, (iv) neither TCBI nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any TCBI Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on TCBI and (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of TCBI or any of its Subsidiaries, or to the knowledge of TCBI, any other party thereto, of or under any such matters as do not and are not reasonably likely to haveTCBI Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on TCBI.

Certain Contracts. (a) Section 4.23 Except as set forth in Schedule 4.12 to the ANTEC Disclosure Schedules or as contained as an exhibit to the ANTEC Form 10-K, neither ANTEC nor any of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent ANTEC Subsidiaries is a party to or by which any of them or their assets is bound as of the date of this Agreement: by: (i) any non-competition agreement that purports to limit the manner in whichcontract, arrangement, commitment or the localities in which, all understanding (whether written or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (iioral) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming duedue from ANTEC, or the acceleration or vesting of any right to any payment or benefitsTSX, from Parent or the Company Merger Sub, or any of their respective Subsidiaries to any officer, director, consultant director or employee thereof; (ii) any contract, arrangement, commitment or understanding (whether written or oral) which would materially restrict the conduct of any line of the foregoing, business currently being conducted by TSX; (viiiii) any agreement which is a material joint venture agreementcontract, joint operating agreementarrangement, partnership agreement commitment or other similar contract understanding (whether written or agreement involving a sharing oral), including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a4.12(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent ANTEC Disclosure ScheduleSchedules, is referred to herein as a “Parent Material "ANTEC Contract,” " and for purposes neither ANTEC nor any of Section 5.1 and the bringdown ANTEC Subsidiaries knows of, or has received notice of, any violation of Section 4.23(b) pursuant to Section 6.2the above by any of the other parties thereto which, “Parent individually or in the aggregate, would have a Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this AgreementAdverse Effect on ANTEC. (b) Each Parent Except as would not, individually or in the aggregate, have a Material Contract isAdverse Effect on ANTEC, or as is disclosed on Schedule 4.4 to the knowledge ANTEC Disclosure Schedules (i) each ANTEC Contract is valid and binding on ANTEC or any of Parentthe ANTEC Subsidiaries, as applicable, and is in full force and effect, and Parent (ii) ANTEC and each of its the ANTEC Subsidiaries have in all material respects has performed all obligations required to be performed by them it to date under each Parent Material ANTEC Contract to and (iii) no event or condition exists which it is a partyconstitutes or, except where such failure to be binding after notice or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage lapse of time or both, would constitute, a default on the giving part of notice ANTEC or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to ANTEC Subsidiaries under any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectANTEC Contract.

Certain Contracts. (a) Section 4.23 of the Parent SynQuest Disclosure Schedule contains a list of all of 4.12 lists the following contracts, commitments or written agreements (other than those set forth on an exhibit index in collectively, the Parent Reports filed prior to the date of this Agreement“SynQuest Material Contracts”) to which Parent SynQuest or any SynQuest Subsidiary of Parent is a party or by which SynQuest or any SynQuest Subsidiary or any of them its or their respective properties or assets is bound as bound: (i) all written agreements that involve an actual or potential obligation or commitment whether liquidated or contingent of more than $25,000 individually or $50,000 in the aggregate or which have a fixed term extending more than 12 months from the date of this Agreement: Agreement (ithere being no oral agreements of this kind); (ii) all active joint venture, sales agency, sales representative or distributorship, broker, franchise, license or similar agreements; (iii) all leases relating to real property or to other material assets used in SynQuest’s business; (iv) all notes, bonds, mortgages, security agreements, and other agreements and instruments for or relating to any lending or borrowing by SynQuest or any SynQuest Subsidiary in any amount (exclusive of advances to employees for expenses and trade payables incurred in the ordinary course of business); (v) all non-competition or similar agreements or obligations which materially limit or which could materially limit SynQuest or any SynQuest Subsidiary from engaging in any business in any location or from competing with any other Person; (vi) all powers of attorney, guarantees, suretyships or similar agreements; and (vii) all other written agreements the breach of or default under which could have a Material Adverse Effect on SynQuest. (b) Each of the SynQuest Material Contracts is valid, binding and enforceable on the parties thereto in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed in SynQuest Disclosure Schedule 4.12(c), the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from SynQuest to any officer, employee, director, consultant or other person. SynQuest Disclosure Schedule 4.12(c) sets forth true and correct copies of all written severance or employment agreements with officers, employees, directors, agents, consultants and other persons to which SynQuest is a party. Except as set forth on SynQuest Disclosure Schedule 4.12(c), SynQuest is not a party to any oral agreements of the kind referred to in the preceding sentence. (d) Except as disclosed in SynQuest Disclosure Schedule 4.12(d), no agreement that or understanding exists to which SynQuest is a party or by which SynQuest or any of the SynQuest Subsidiaries is bound which purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses the business of SynQuest is or may be conducted. (e) Except as disclosed in SynQuest Disclosure Schedule 4.12(e), other than neither SynQuest nor any such limitation that is not material SynQuest Subsidiary nor, to Parent and its SubsidiariesSynQuest’s Knowledge, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreementparty thereto, will (either alone is in breach or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of default under any of the foregoing, (vii) SynQuest Material Contracts to which SynQuest or any agreement which SynQuest Subsidiary is a material joint venture agreementparty or to which SynQuest, joint operating agreement, partnership agreement any SynQuest Subsidiary or other similar contract its or agreement involving a sharing of profits and expenses with one or more third Persons, their properties is bound; no event has occurred (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. (b) Each Parent Material Contract isand, to the knowledge of ParentSynQuest’s Knowledge, in full force and effectno event is imminent) which (whether with or without notice, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage lapse of time or the giving happening or occurrence of notice or both any other event) would result in such constitute a violation breach or default under) thereunder entitling any Parent party to terminate a SynQuest Material Contract or (y) has received written notice other such agreement; and the continuation, validity and effectiveness of all such SynQuest Material Contracts and agreements under the desire current terms thereof and the current rights and obligations of the other party SynQuest or parties to any such Parent Material Contract to cancelSynQuest Subsidiary thereunder will in no way be affected, terminate, modify altered or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, impaired by the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectAgreement.

Certain Contracts. (a) Except as set forth in Section 4.23 3.14(a) of the Parent Vista Disclosure Schedule contains a list of all of the following contractsSchedule, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither Vista nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any Vista Benefit Plan): (i) which contains a provision that materially restricts the conduct of any non-competition agreement that purports to limit the manner in which, or the localities in which, all line of business by Vista or any portion of their respective businesses is conducted, other than its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any such limitation that is not material of its affiliates to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, engage in any line of business or in any geographic region; (ii) which contains a provision prohibiting Vista or its Subsidiaries or upon consummation of the Merger will prohibit the Surviving Corporation or any drilling unit constructionof its affiliates from soliciting customers, repair, modification, life extension, overhaul clients or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, employees; (iii) which is a collective bargaining agreement or similar agreement with any drilling contracts of one year or greater remaining duration, including fixed price customer options, labor organization; (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of or obligations under which will arise or be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Vista Vote or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement; (v) (A) that relates to the incurrence of indebtedness by Vista or any of its Subsidiaries, including any stock option plandebt for borrowed money, stock appreciation obligations evidenced by notes, debentures or similar instruments, sale and leaseback transactions, capitalized or finance leases and other similar financing arrangements, or any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Vista or any of its Subsidiaries of, or any similar commitment by Vista or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, other than those entered into in the ordinary course of business, in the case of each of clauses (A) and (B), in the principal amount of $250,000 or more; (vi) that is any alliance, cooperation, joint venture, shareholders’, partnership or similar agreement involving a sharing of profits or losses relating to Vista or any of its Subsidiaries; (vii) that grants or contains any (A) exclusive dealing obligation, (B) “most favored nation” or similar provision granted by Vista or any of its Subsidiaries or (C) right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of Vista or its Subsidiaries, restricted stock plan taken as a whole, that limits the ability of Vista or stock purchase planany of its Subsidiaries to own, access, operate, sell, transfer, pledge, or otherwise dispose of any assets or business; (viii) which creates or is expected to create future payment obligations in excess of $250,000 per annum (other than any such contracts which are terminable by Vista or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), other than extensions of credit, other customary banking products offered by Vista or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business consistent with past practice; (ix) that is a settlement, consent or similar agreement and contains any material continuing obligations of Vista or any of its Subsidiaries; (x) that relates to the acquisition or disposition of any person, business or asset and under which Vista or its Subsidiaries have or may have a material obligation or liability (including with respect to any “earn-out,” contingent purchase price or similar contingent payment obligation, or any material contractindemnification liability after the date hereof); (xi) that is any lease or other similar contract (whether real, personal or mixed, tangible or intangible) pursuant to which the annualized rent or lease payments for the lease year that includes December 31, 2024, as applicable, were in excess of $100,000; (xii) that is any contract or agreement that (A) grants Vista or one of its Subsidiaries any right to use any material Intellectual Property (other than “shrink-wrap,” “click-wrap” or “web-wrap” licenses or similar licenses in respect of commercially available software) and that provides for payments in excess of $25,000, (B) permits any third person (including pursuant to any license agreement, coexistence agreements and covenants not to use) to use, enforce or register any Intellectual Property that is owned by Vista or any of its Subsidiaries and that is material to their business, taken as such term a whole or (C) materially restricts the right of Vista or one of its Subsidiaries to use or register any Intellectual Property that is defined in Item 601(b)(10owned or purported to be owned by Vista or any of its Subsidiaries; or (xiii) that relates to the pledge of Regulation S-K or Lien on any assets of the SEC)Vista or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Vista Disclosure Schedule, is referred to herein as a an “Parent Material Vista Contract,” and for purposes neither Vista nor any of Section 5.1 and its Subsidiaries has knowledge of, or has received written, or to the bringdown knowledge of Section 4.23(b) pursuant Vista, oral notice of, any violation of any Vista Contract by any of the other parties thereto which would reasonably be expected to Section 6.2, “Parent have a Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this AgreementAdverse Effect on Vista. (b) Each Parent In each case, except as would not reasonably be expected to have a Material Adverse Effect on Vista: (i) each Vista Contract isis valid and binding on Vista or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent (ii) Vista and each of its Subsidiaries have in all material respects has performed all obligations required to be performed by them it prior to the date hereof under each Vista Contract, (iii) to the knowledge of Vista each third-party counterparty to each Vista Contract has performed all obligations required to be performed by it to date under each Parent Material Contract to such Vista Contract, and (iv) no event or condition exists which it is a partyconstitutes or, except where such failure to be binding after notice or in full force and effect lapse of time or such failure to perform does not and is not reasonably likely to createboth, individually or in the aggregatewill constitute, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually default on the part of Vista or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (noror, to the knowledge of ParentVista, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to counterparty thereto, under any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectVista Contract.

Certain Contracts. (a) Section 4.23 of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those Except as set forth on an exhibit index in the Parent Reports filed prior Schedule 2.14, as relates to the date Contributed Businesses, neither Parent nor any of this Agreement) to which Parent or any Subsidiary of Parent its Subsidiaries is a party to or bound by which any of them contract, arrangement, commitment or their assets is bound as of the date of this Agreement: understanding (whether written or oral) (i) with respect to the employment of any non-competition agreement that purports to limit directors, officers or employees of the manner in which, or the localities in which, all or any portion of their respective businesses is conductedContributed Businesses, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following in the Effective Timeordinary course of business consistent with past practice, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right due to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant officer or employee of the Contributed Businesses, (iii) which materially restricts the conduct of any line of business of the Contributed Businesses, (iv) with or to a labor union or guild (including any collective bargaining agreement) or (v) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this AgreementTransactions, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including Agreement. Parent has previously made, or will make, available to Newco true and correct copies of all material employment and deferred compensation agreements which are in writing and to which Parent or any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term of its Subsidiaries is defined in Item 601(b)(10) of Regulation S-K of a party and relate to the SEC)Contributed Businesses. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a2.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “"Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, either individually or in the aggregate, will have a Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this AgreementAdverse Effect. (bi) Each Parent Material Contract isis valid and binding on Parent or any of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and (ii) Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them it to date under each Parent Material Contract to which it is a partyContract, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createnoncompliance, either individually or in the aggregate, will not have a Parent Material Adverse Effect. Except for , and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Parent or any of its Subsidiaries under any such matters as do not and are not reasonably likely to haveParent Contract, except where such default, either individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, have a Parent Material Adverse Effect.

Certain Contracts. (a) Section 4.23 of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those Except as set forth on an exhibit index in Section 3.14(a) of the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound HTLF Disclosure Schedule, as of the date hereof, neither HTLF nor any of this Agreementits Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), but excluding any HTLF Benefit Plan: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that limits (or purports to limit) in any material respect the ability of HTLF or any of its Subsidiaries (or after the Mergers, the ability of the Surviving Corporation or any of its Subsidiaries) to engage or compete in any business (including geographic restrictions and exclusive or preferential arrangements); (iii) with or to a labor union or guild (including any Collective Bargaining Agreement); (iv) which (other than extensions of credit, other customary banking products offered by HTLF or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business consistent with past practice) creates future payment obligations in excess of $1,000,000 annually and that by its terms does not terminate or is not terminable without penalty upon notice of 60 days or less; (v) that grants any material right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of HTLF or its Subsidiaries taken as a whole; (vi) which is a merger agreement, asset purchase agreement, stock purchase agreement, deposit assumption agreement, loss sharing agreement or other commitment to a HTLF Regulatory Agency in connection with the acquisition of a depository institution, or similar agreement that has indemnification, earnout or other obligations that continue in effect after the date of this Agreement that are material to HTLF and its Subsidiaries, taken as a whole; (vii) that provides for contractual indemnification to any director, officer or employee; (viii) (A) that relates to the incurrence of indebtedness by HTLF or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, credit support, indemnification, assumption or endorsement by HTLF or any of its Subsidiaries of, or any similar commitment by HTLF or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $5,000,000 or more; (ix) with any record or beneficial owner of five percent (5%) or more of the outstanding shares of HTLF Common Stock; or (x) which is a settlement, consent or similar agreement and contains any material continuing obligations of HTLF or any of its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a) (excluding any HTLF Benefit Plan), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent HTLF Disclosure Schedule, is referred to herein as a “Parent Material HTLF Contract,.” HTLF has made available to UMB true, correct and for purposes complete copies of Section 5.1 and the bringdown each HTLF Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (bi) Each Parent Material HTLF Contract isis valid and binding on HTLF or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HTLF, (ii) HTLF and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent Material Contract to which it is a partyHTLF Contract, except where such failure noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HTLF, (iii) to the knowledge of HTLF, each third-party counterparty to each HTLF Contract has in all material respects complied with and performed all obligations required to be binding complied with and performed by it to date under such HTLF Contract, except where such noncompliance or nonperformance, either individually or in full force and effect or such failure to perform does not and is the aggregate, would not reasonably likely be expected to createhave a Material Adverse Effect on HTLF, (iv) neither HTLF nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any HTLF Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on HTLF and (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of HTLF or any of its Subsidiaries, or to the knowledge of HTLF, any other party thereto, of or under any such matters as do not and are not reasonably likely to haveHTLF Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on HTLF.

Certain Contracts. (a) Section 4.23 Neither the Company nor any of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent its Subsidiaries is a party to or bound by which any of them or their assets is bound as of the date of this Agreement: (i) any non-competition agreement that purports relating to limit Indebtedness (as defined below) of the manner in which, or the localities in which, all Company or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for Subsidiaries in an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for500,000, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (viii) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which that is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, arrangement(iii) that contains (A) any non-competition or exclusive dealing agreement, commitment or any other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its Subsidiaries or their businesses or, following consummation of the Merger, Parent or its Subsidiaries, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent or its Subsidiaries, is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Merger, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (iv) any material joint venture, alliance or partnership agreement, (v) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of the Company or any of its Subsidiaries, (vi) any agreement or understanding with a labor union or guild (including any collective bargaining agreement), (vii) any agreement regarding any agent bank or other similar relationships with respect to lines of business that are material to the Company and its Subsidiaries taken as a whole, (viii) any agreement that contains a “most favored nation” clause, (ix) any agreement material to the Company and its Subsidiaries, taken as a whole, pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder other than agreements related to “off-the-shelf” software, and (x) any contract or agreement material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing or provision of servicing of customers, technology or product offerings of the Company or its Subsidiaries (the agreements, contracts and obligations of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is clauses (i) through (x) being referred to herein as a “Parent Company Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this AgreementContracts”). (b) Each Parent Company Material Contract isis valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and, to the knowledge of Parentthe Company, any other party thereto, and is in full force and effect, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in . Neither the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent Company nor any of its Subsidiaries (x) is in material breach or default under any Company Material Contract. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach of or material violation or default under (nor, to the knowledge of Parentthe Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Company Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. For purposes of this Section 3.13 and elsewhere through this Agreement, “Indebtedness” of a Parent Material Contract Person shall mean (i) all obligations of such Person for or in respect of borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes and similar instruments, (iii) all leases of such Person capitalized pursuant to exercise rights adverse GAAP, (iv) all obligations of such person under sale-and-lease back transactions, agreements to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or repurchase securities sold and other similar laws relating to creditors’ rights financing transactions, and general principles (v) any guarantee, assumption, or endorsement by such Person of equity (regardless the foregoing obligations of any other Person, whether enforceability is considered in a proceeding at law direct or in equity)indirect, except where such unenforceability is not reasonably likely to create, individually joint or in the aggregate, a Parent Material Adverse Effectseveral.

Certain Contracts. (a) Except as set forth in Section 4.23 3.13(a) of the Parent TCF Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports as filed with or incorporated into any TCF Report filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound hereof, as of the date hereof, neither TCF nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any TCF Benefit Plan): (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct of any line of business by TCF or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries to engage in any line of business or in any geographic region; (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) (A) that is an agreement for the incurrence of indebtedness by TCF or any of its Subsidiaries, including any debt for borrowed money, obligations evidenced by notes, debentures or similar instruments, sale and leaseback transactions, capitalized or finance leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by TCF or any of its Subsidiaries of, or any similar commitment by TCF or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in an amount that can reasonably be expected to exceed $25,000,000; (v) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of TCF or its Subsidiaries, taken as a whole; (vi) which creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by TCF or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), other than extensions of credit, other customary banking products offered by TCF or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business consistent with past practice; or (vii) that relates to the acquisition or disposition of any person, business or asset and under which TCF or its Subsidiaries have or may have ongoing obligations or liabilities that are material to TCF and its Subsidiaries, taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.13(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent TCF Disclosure Schedule, is referred to herein as a “Parent Material TCF Contract,” and for purposes neither TCF nor any of Section 5.1 its Subsidiaries knows of, or has received written, or to the knowledge of TCF, oral notice of, any violation of any TCF Contract by any of the other parties thereto which would reasonably be likely to be, either individually or in the aggregate, material to TCF and the bringdown its Subsidiaries, taken as a whole. TCF has made available to Huntington true, correct and complete copies of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after each TCF Contract in effect as of the date of this Agreementhereof. (b) Each Parent In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on TCF: (i) each TCF Contract isis valid and binding on TCF or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent (ii) TCF and each of its Subsidiaries have in all material respects has performed all obligations required to be performed by them it prior to the date hereof under each TCF Contract, (iii) to the knowledge of TCF each third-party counterparty to each TCF Contract has performed all obligations required to be performed by it to date under each Parent Material Contract to such TCF Contract, and (iv) no event or condition exists which it is a partyconstitutes or, except where such failure to be binding after notice or in full force and effect lapse of time or such failure to perform does not and is not reasonably likely to createboth, individually or in the aggregatewill constitute, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually default on the part of TCF or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (noror, to the knowledge of ParentTCF, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to counterparty thereto, under any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectTCF Contract.

Certain Contracts. (a) Except as set forth in Section 4.23 3.13(a) of the Parent Seller Disclosure Schedule contains a list of all of the following contractsSchedule, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither Seller nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding, whether written or oral (other than any Seller Benefit Plan): (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as would be a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC; (ii) that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Seller or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries to engage in any line of business that is material to Seller and its Subsidiaries, taken as a whole; (iii) with or to a labor union or guild (including any collective bargaining agreement). ; (iv) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Seller or its Subsidiaries, taken as a whole; (v) that is a partnership agreement, joint venture or other similar contract; (vi) that relates to the acquisition or disposition of any business or operations or, other than in the ordinary course of business, any assets or liabilities (whether by merger, sale of stock, sale of assets, outsourcing or otherwise); (vii) that is an indenture, mortgage, promissory note, loan agreement, guarantee, sale and leaseback agreement, capitalized lease or other agreement or commitment by Seller or its Subsidiaries for the borrowing of money by Seller or its Subsidiaries or the deferred purchase price of property by Seller or its Subsidiaries (in either case, whether incurred, assumed, guaranteed or secured by any asset) (viii) under which a material payment obligation would arise or be accelerated, in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated hereby (either alone or upon the occurrence of any additional acts or events); or (ix) that creates possible future payments or obligations in excess of $50,000 annually or $100,000 over its remaining term and that (A) by its terms does not terminate or is not terminable without penalty or payment upon notice of 30 days or less, or (B) that would be terminable by a person other than Seller or any of its Subsidiaries, but not including any loan agreement or similar agreement pursuant to which Seller Bank is a lender. (b) Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.13(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Seller Disclosure Schedule, is referred to herein as a “Parent Material Seller Contract,” and for purposes neither Seller nor any of Section 5.1 its Subsidiaries knows of, or has received written, or to knowledge of Seller, oral notice of, any violation of the above by any of the other parties thereto that would reasonably be likely to be, either individually or in the aggregate, material to Seller and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementits Subsidiaries taken as a whole. (bc) Each Parent Material In each case, (i) each Seller Contract isis valid and binding on Seller or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent (ii) Seller and each of its Subsidiaries have has in all material respects performed all obligations required to be performed by them it to date under each Parent Material Seller Contract, (iii) to knowledge of Seller, each third-party counterparty to each Seller Contract to which it is a partylegally bound thereby and has, except where such failure in all material respects, performed all obligations required to be binding performed by it to date under such Seller Contract, and (iv) to knowledge of Seller, no event or in full force and effect condition exists that constitutes or, after notice or such failure to perform does not and is not reasonably likely to createlapse of time or both, individually or in the aggregatewill constitute, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually default on the part of Seller or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectSeller Contract.

Certain Contracts. (a) Section 4.23 Neither the Company nor any of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent its Subsidiaries is a party to or bound by which any of them contract, arrangement, commitment or their assets is bound understanding (i) except as Previously Disclosed, as of the date hereof, with respect to the employment, termination or compensation of this Agreement: any directors, executive officers, key employees or material consultants (iother than oral contracts of employment at will which may be terminated without penalty), (ii) except as Previously Disclosed, which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) that has not been filed with or incorporated by reference in the Company Reports, (iii) which contains any non-competition agreement that purports compete or exclusivity provisions with respect to limit any business or geographic area in which business is conducted with respect to the manner in which, or the localities in which, all Company or any portion of their respective businesses is conductedits affiliates or which restricts the conduct of any business by the Company or any of its affiliates or any geographic area in which the Company or any of its affiliates may conduct business or requires exclusive referrals of any business and which will be binding on or which will otherwise limit or affect, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following after the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul the Amalgamated Company or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiariesaffiliates, on the one hand(iv) except as provided in Article I hereof or as Previously Disclosed (including any share option plan, and share appreciation rights plan, restricted share plan or share purchase plan), any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the funding, vesting or payment of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Amalgamation Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Amalgamation Agreement, (including v) with respect to any stock option plan, stock appreciation rights plan, restricted stock plan outsourcing or stock purchase planequivalent or similar arrangement (except as Previously Disclosed) or (ixvi) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K which would prohibit or materially delay the consummation of the SEC)Amalgamation. The Company has previously made available to Parent true and correct copies of all employment, termination and compensation agreements (including deferred compensation) with executive officers, key employees or material consultants which are in writing and to which the Company or any of its Subsidiaries is a party and a true and correct schedule of all such agreements has been Previously Disclosed. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a)3.14, whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure SchedulePreviously Disclosed, is referred to herein as a “Parent Material Company Contract,” ”, and for purposes neither the Company nor any of Section 5.1 and its Subsidiaries has Knowledge of, or has received notice of, any violation of any Company Contract by any of the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementother parties thereto. (b) Each Parent Material Contract isTo the Knowledge of the Company, to each of the knowledge of ParentCompany Contracts is valid, binding and in full force and effect, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect.

Certain Contracts. (a) Except as set forth in Section 4.23 3.14(a) of the Parent Atlantic Capital Disclosure Schedule contains a list of all of the following contractsor as filed with any Atlantic Capital Reports, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof, neither Atlantic Capital nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), but excluding any Atlantic Capital Benefit Plan: (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct of any line of business by Atlantic Capital or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Entity or any of its affiliates to engage or compete in any line of business or in any geographic region (including any non-competition agreement that purports to limit the manner in which, compete or the localities in which, all client or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, customer non-solicitation requirement); (iii) which is a collective bargaining agreement or similar agreement with any drilling contracts of one year or greater remaining duration, including fixed price customer options, labor organization; (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Atlantic Capital Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, except where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would not reasonably be expected to be material to Atlantic Capital and its Subsidiaries, taken as a whole; (including v) that grants any stock option planmaterial right of first refusal, stock appreciation right of first offer or similar right with respect to any material assets, rights planor properties of Atlantic Capital or its Subsidiaries, restricted stock plan taken as a whole; (vi) that relates to the incurrence of indebtedness by Atlantic Capital or stock purchase planany Atlantic Capital Subsidiary other than those entered into in the ordinary course of business and any guaranty of any obligation for the incurrence of indebtedness, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (vii) relating to the lease of personal property having a value in excess of $100,000 in the aggregate; (viii) relating to any joint venture, partnership, limited liability company agreement or other similar agreement or arrangement; (ix) which relates to capital expenditures and involves future payments in excess of $250,000 in the aggregate; (x) which is not terminable on ninety (90) days or less notice and involves the payment of more than $250,000 per annum; (xi) that is a settlement, consent or similar agreement and contains any “material contract” continuing obligations of Atlantic Capital or any of its Subsidiaries; or (as such term is defined in Item 601(b)(10xii) that relates to the acquisition or disposition of Regulation S-K of the SEC)any person, business or asset and under which Atlantic Capital or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a‎3.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Atlantic Capital Disclosure Schedule, is referred to herein as a “Parent Material Atlantic Capital Contract,.” Atlantic Capital has made available to South State true, correct and for purposes complete copies of Section 5.1 and the bringdown each Atlantic Capital Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (b1) Each Parent Material Atlantic Capital Contract isis valid and binding on Atlantic Capital or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Atlantic Capital, (2) Atlantic Capital and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent Material Contract to which it is a partyAtlantic Capital Contract, except where such failure noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Atlantic Capital, (3) to the knowledge of Atlantic Capital, each third-party counterparty to each Atlantic Capital Contract has in all material respects complied with and performed all obligations required to be binding complied with and performed by it to date under such Atlantic Capital Contract, except where such noncompliance or nonperformance, either individually or in full force and effect or such failure to perform does not and is the aggregate, would not reasonably likely be expected to createhave a Material Adverse Effect on Atlantic Capital, (4) neither Atlantic Capital nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any Atlantic Capital Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on Atlantic Capital, (5) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Atlantic Capital or any of its Subsidiaries, or to the knowledge of Atlantic Capital, any other party thereto, of or under any such matters as do not and are not reasonably likely to haveAtlantic Capital Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor Effect on Atlantic Capital and (6) no third-party counterparty to any Atlantic Capital Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Atlantic Capital Contract as a result of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time a Pandemic or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectPandemic Measures.

Certain Contracts. (a) Except as set forth in Section 4.23 3.13(a) of the Parent Company Disclosure Schedule contains a list of all of the following contractsSchedule, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date of this Agreement: , neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (in each case, excluding any Company Benefit Plans): (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act); (ii) that contains any provision that materially restricts the ability of the SECSurviving Corporation or any of its affiliates to (x) engage in any line of business or in any geographic region (including any exclusive license, exclusivity or exclusive dealing provisions with such effect) or (y) solicit any employees of another banking institution; (iii) with or to a labor union or guild (including any collective bargaining agreement or similar agreement with any labor organization); (iv) (A) that is an agreement for the incurrence of indebtedness by the Company or any of its Subsidiaries, including any debt for borrowed money, obligations evidenced by notes, debentures or similar instruments, sale and leaseback transactions, capitalized or finance leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business); or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by the Company or any of its Subsidiaries of, or any similar commitment by the Company or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in an amount that exceeds $1,000,000 or more; (v) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (vi) that is a settlement, consent or similar agreement involving (A) payments in excess of $200,000 individually or $400,000 in the aggregate (in each case, net of any insurance proceeds or indemnity, contribution or similar payments received by the Company in respect thereof) or (B) that contains any material continuing obligations of or restrictions on the Company or any of its Subsidiaries; (vii) that relates to the acquisition or disposition of any person, business or asset involving payments in excess of $250,000 individually or $400,000 in the aggregate and under which the Company or its Subsidiaries has a material ongoing obligation or liability, including the disposition of any material loan portfolio, in each case except for acquisitions and dispositions in the ordinary course consistent with past practice; (viii) that relates to any material joint venture, partnership or other similar agreement; (ix) that licenses or otherwise grants rights to the Company or any of its Subsidiaries from a third party with respect to material Intellectual Property (other than non-exclusive licenses for off-the-shelf or “shrink-wrap” software) involving annual fees in excess of $200,000 per license or other grant of rights; (x) that licenses or grants other rights to any third party from the Company or any of its Subsidiaries with respect to material Company Intellectual Property (other than those granted to customers in the ordinary course of business) involving annual fees in excess of $200,000 per license or other grant of rights; or (xi) that involves aggregate payment obligations or receipts by or to the Company in respect of any such contract, arrangement, commitment or understanding (whether written or oral) in excess of $750,000 per annum, other than any contracts, arrangements, commitments or understandings (whether written or oral) that are terminable by the Company or any of its Subsidiaries on ninety (90) days or less notice without any required payment or other conditions. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.13(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Company Disclosure Schedule, is referred to herein as a “Parent Material Company Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. (b) Each Parent Material Contract is, to the knowledge of Parent, in full force and effect”, and Parent and each neither the Company nor any of its Subsidiaries have in all material respects performed all obligations required to be performed knows of, or has received notice of, any violation of any Company Contract by them to date under each Parent Material Contract to which it is a partyany of the parties thereto, except where such failure to be binding as has not had, or in full force and effect or such failure to perform does not and is would not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Company. (b) The Company has made available to Parent a true, neither Parent nor any correct and complete copy of its Subsidiaries each Company Contract in effect as of the date of this Agreement, and each amendment thereto in effect as of the date of this Agreement, as applicable. (xc) knows ofExcept, in each case, as has not had, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Company: (i) each Company Contract is valid and binding on the Company or one of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material as applicable, and is in full force and effect; (ii) each Company Contract is enforceable against the Company or the applicable Subsidiary and, to the knowledge of the Company, the counterparty thereto (except as may be limited by Parent the Enforceability Exceptions); (iii) the Company and each of its applicable Subsidiaries has performed all obligations required to be performed by it under each Company Contract; (iv) to the knowledge of the Company, each third-party counterparty to each Company Contract has complied with and performed all obligations required to be performed by it under such Company Contract; and (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a Subsidiary breach or default on the part of Parent in accordance with the Company or any of its termsSubsidiaries or, subject to applicable bankruptcythe knowledge of the Company, insolvencyany counterparty thereto, reorganizationunder any such Company Contract. Except as has not had, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is would not reasonably likely be expected to createhave, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Company, neither the Company nor any Subsidiary of the Company has received or delivered any notice of violation, cancellation or termination of any Company Contract.

Certain Contracts. (a) Section 4.23 Neither Company nor any of the Parent Disclosure Schedule contains its Subsidiaries is a list of all of the following contracts, commitments party to or agreements bound by any Contract that (other than those set forth on an exhibit index i) has been entered into in the Parent Reports filed one-year period prior to the date of this AgreementAgreement and involves or would reasonably be expected to involve, over a period of five years or less, aggregate payments by Company and/or its Subsidiaries in excess of $25,000,000 or its foreign currency equivalent as of the date of this Agreement or payments to the Company and/or its Subsidiaries in excess of $25,000,000 or its foreign currency equivalent as of the date of this Agreement (excluding purchase orders and other customer contracts received and accepted by Company and/or its Subsidiaries in the ordinary course of business consistent with past practice), (ii) is required to which be filed with the SEC under Item 601 of Regulation S-K of the Exchange Act and has not been so filed, (iii) by its terms materially restricts the conduct of any line of business by Company or any of its Subsidiaries or, after the Effective Time, would by its terms materially restrict the conduct of any line of business by Parent or any Subsidiary of Parent its Subsidiaries, (iv) provide for or otherwise relate to material joint ventures, partnerships, strategic alliances or similar arrangements or (v) is reasonably expected to result in a party loss exceeding $5,000,000 or by which any of them or their assets is bound its foreign currency equivalent as of the date of this Agreement: (i) . Neither Company nor any non-competition agreement that purports of its Subsidiaries is a party to limit the manner in whichor bound by any option, forward purchase, hedge or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, similar Contract with respect to which the drilling unit bulk purchase of steel or copper. Company has not been delivered to Parent a true and paid forcomplete copy of a summary supporting its disclosure under the heading “Tables of Contractual Obligations and Other Commercial Contracts as of December 31, (iii) any drilling contracts 2004” appearing in the management’s discussion and analysis section of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its whollythe Form 10-owned Subsidiaries, K filed by Company for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or morefiscal year ended December 31, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement2004. (b) Each Parent Material Company Contract isis valid and binding on Company and/or its Subsidiaries, as applicable, and in full force and effect. Each of Company and its Subsidiaries and, to the knowledge of ParentCompany, in full force and effect, and Parent and each of its Subsidiaries have the other Person or Persons thereto has in all material respects performed all of its obligations required to be performed by them to date it under each Parent Material Contract to which it is a partyCompany Contract, except for instances of noncompliance where such neither the costs to comply nor the failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createcomply, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on Company.

Certain Contracts. (a) Except for this Agreement and except as set forth in Section 4.23 5.23 of the Parent ZaZa Disclosure Schedule contains a list Letter, neither ZaZa nor any of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent its Subsidiaries is a party to or bound by which any of them or their assets is bound as of the date of this Agreement: Contract that is: (i) any a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the Securities Act); (ii) a non-competition agreement that or any other agreement or obligation which purports to limit the manner in which, or the localities in which, all ZaZa or any portion of their respective businesses its Subsidiaries conduct or may conduct business, (iii) an agreement providing for the sale by ZaZa or any of its Subsidiaries of Hydrocarbons which contains a material “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (iv) a transportation, processing or treatment agreement involving the transportation of more than 100 barrels (equivalent) of Hydrocarbons per day; (v) a Contract that creates a partnership or joint venture or similar arrangement pursuant to which ZaZa or any of its Subsidiaries is conducteda party; (vi) a joint development agreement, other than any such limitation exploration agreement, or acreage deduction agreement (excluding, in respect of each of the foregoing, customary joint operating agreements) that is not material to Parent the operation of ZaZa and its Subsidiaries, taken as a whole, and will not be ); (vii) a settlement or similar agreement with any Governmental Authority or any order or consent of a Governmental Authority involving future performance by ZaZa or any of its Subsidiaries that is material to Parent ZaZa and its Subsidiaries, Subsidiaries taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, ; or (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of lease for any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)ZaZa Well. Each contract, arrangement, commitment or understanding All Contracts of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included 5.23(a) (including those described in Section 4.23 5.23(a) of the Parent ZaZa Disclosure Schedule, is Letter) are referred to herein as a the “Parent ZaZa Material Contract,” and for purposes Contracts”). (b) As of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. (b) Each Parent , each ZaZa Material Contract is, to the knowledge of Parent, is in full force and effect, and Parent ZaZa and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent ZaZa Material Contract to which it is a they are party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createperform, individually or in the aggregate, has not had and is not reasonably expected to have a Parent ZaZa Material Adverse Effect. Except for such matters as do not and are not reasonably likely to haveas, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent ZaZa Material Adverse Effect, neither Parent ZaZa nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of ParentZaZa, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent ZaZa Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent ZaZa Material Contract to exercise any rights such party has to cancel, terminate, modify terminate or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent ZaZa Material Contract is enforceable by Parent ZaZa or a Subsidiary of Parent ZaZa in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is does not reasonably likely to createconstitute, individually or in the aggregate, a Parent ZaZa Material Adverse Effect.

Certain Contracts. (a) Except as set forth in Section 4.23 3.14(a) of the Parent MOFG Disclosure Schedule contains a list of all of the following contractsor as filed with any MOFG Reports, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in whichhereof, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or neither MOFG nor any of its SubsidiariesSubsidiaries is a party to or bound by any contract, on the one handarrangement, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger commitment or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit understanding (whether of severance pay written or otherwise) becoming dueoral), or the acceleration or vesting of but excluding any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement MOFG Benefit Plan: i. which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ii. which contains a provision that materially restricts the conduct of any line of business by MOFG or any of its Subsidiaries or upon consummation of the Mergers will materially restrict the ability of the Surviving Entity or any of its Affiliates to engage or compete in any line of business or in any geographic region (including any non-compete or client or customer non-solicitation requirement and any exclusivity or exclusive dealing provisions with such an effect) (excluding customary non-solicitation covenants contained in vendor agreements entered into in the ordinary course); iii. which is a collective bargaining agreement or similar agreement with any labor organization; iv. that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of MOFG or its Subsidiaries, taken as a whole; v. that (A) relates to the incurrence of indebtedness by MOFG or any MOFG Subsidiary (including any sale and leaseback transactions, securitizations, off-balance sheet financing arrangements, capitalized leases and other similar financing arrangements), other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice or (B) provides for the guaranty, support, indemnification, assumption or endorsement by MOFG or any of its Subsidiaries of, or any similar commitment by MOFG or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; vi. relating to the lease of property having a value in excess of $200,000 in the aggregate; vii. in which (i) MOFG or any of its Subsidiaries grants any right, license or covenant not to sue with respect to any Intellectual Property (other than non-exclusive licenses granted to customers in the ordinary course of business consistent with past practice) or (ii) MOFG or any of its Subsidiaries obtains any right, license or covenant not to sue with respect to any Intellectual Property (other than licenses for commercial off-the-shelf software which are generally available on non-discriminatory pricing terms with aggregate annual payments of less than $150,000); viii. relating to any joint venture, partnership, limited liability company agreement or other similar agreement or arrangement; ix. which relates to capital expenditures and involves future payments in excess of $500,000 in the aggregate; x. which is not terminable on 60 days or less notice and involves the payment of more than $500,000 per annum; xi. that relates to the provision of investment advisory or brokerage services by any third party; xii. that is a settlement, consent or similar agreement and contains any material obligations of MOFG or any of its Subsidiaries that are reasonably expected to continue following the Effective Time; or xiii. that relates to the acquisition or disposition of any person, business or asset (including any merger agreement, asset purchase agreement, stock purchase agreement, deposit assumption agreement, loss sharing agreement or other commitment to a Regulatory Agency in connection with the acquisition of a depository institution) and under which MOFG or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a3.14(a), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent MOFG Disclosure Schedule, is referred to herein as a “Parent MOFG Material Contract,.” MOFG has made available to NIC true, correct and for purposes complete copies of Section 5.1 and the bringdown each MOFG Material Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (b1) Each Parent MOFG Material Contract isis valid and binding on MOFG or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MOFG, (2) MOFG and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent MOFG Material Contract to which it is a partyContract, except where such failure noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MOFG, (3) to the knowledge of MOFG, each third-party counterparty to each MOFG Material Contract has in all material respects complied with and performed all obligations required to be binding complied with and performed by it to date under such MOFG Material Contract, except where such noncompliance or nonperformance, either individually or in full force and effect or such failure to perform does not and is the aggregate, would not reasonably likely be expected to createhave a Material Adverse Effect on MOFG, (4) neither MOFG nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any MOFG Material Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect. Except for Effect on MOFG, and (5) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of MOFG or any of its Subsidiaries, or to the knowledge of MOFG, any other party thereto, of or under any such matters as do not and are not reasonably likely to haveMOFG Material Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectEffect on MOFG.

Certain Contracts. (a) Section 4.23 of the Parent Disclosure Schedule contains a list of 2.9(a) lists all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) material Contracts to which Parent Seller or any Subsidiary of Parent is a party relating to, binding on or by which affecting any of them the Acquired Assets or their assets is bound as of the date of ability for Seller and/or Parent to enter into this Agreement, the Transaction Documents, or the transactions contemplated hereby or thereby, including, without limitation, all: (i) supply, distribution or other Contracts pursuant to which third parties are or will be entitled or obligated to purchase or use any non-competition agreement that purports to limit of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, Acquired Assets; (ii) real property leases or any drilling unit constructionsubleases relating thereto; (iii) personal property leases or any subleases relating thereto; (iv) Contracts limiting or restraining any of Seller's employees from engaging or competing in any lines of business with any Person; (v) any Contracts evidencing, repair, modification, life extension, overhaul securing or conversion contract for an amount otherwise relating to any indebtedness in excess of $50 million, with respect to 25,000 for which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or the Seller has any direct or indirect debts, obligations or liabilities of its Subsidiaries, on the one handany nature, and any of Parent’s officers and key employees, on the other hand, (vi) other Contracts affecting the ownership of, title to, use of or any agreement leasehold or other interest in the Facility or the Acquired Assets (each a "SELLER CONTRACT," and collectively, the "SELLER CONTRACTS.") Schedule 2.9(b) lists all Seller Contracts to be assumed by Buyer upon the Closing (the "ASSIGNED CONTRACTS"). (b) Each Assigned Contract is valid, binding and enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by general principles of equity and bankruptcy, insolvency, reorganization and moratorium and other similar laws relating to creditors' rights, and is in full force and effect. Seller or Parent, as the case may be, has performed all material obligations required to be performed by it under, and is not in material breach or in default of, any Seller Contract, and no event has occurred which, upon with due notice or lapse of time or both, would constitute such a material breach or default. (c) To the consummation knowledge of the Merger Seller or Parent, without any independent investigation, no other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right party to any payment Assigned Contract is in material breach or benefitsin default in respect thereof, from Parent and no event has occurred which, with due notice or the Company lapse of time or both, would constitute such a material breach or default. (d) There are no material disputes with any of their respective Subsidiaries party to any officerAssigned Contract, directorand to the knowledge of Seller or Parent, consultant no party to any Assigned Contract has credibly threatened to cancel or employee of terminate any of the foregoingAssigned Contract, (vii) any agreement which is whether as a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any result of the transactions contemplated by this Agreement or otherwise. (including e) To the knowledge of Seller or Parent, without any stock option planindependent investigation, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit no party to any Assigned Contract has assigned any of its rights or delegated any of its duties under such Assigned Contract. (f) Neither the execution and delivery by Seller or Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. (b) Each Parent Material Contract is, to the knowledge of Parent, in full force and effect, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation by Seller or Parent of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent herein in accordance with its the terms hereof, in any material respect, violates, or conflicts with, or results in a breach of any provision of, or constitutes a material default (or an event which, with notice or lapse of time or both, would constitute a default) under, or results in the termination or in a right of termination or cancellation of, or accelerates the performance required by, or results in the triggering of any payment obligations under, or results in the creation of any Lien upon any of the Acquired Assets under, or results in being declared void, voidable, or without further binding effect, any of the terms, subject conditions or provisions of any Seller Contract. (g) Seller has delivered to applicable bankruptcyBuyer or its representatives true and complete originals or copies of all the Assigned Contracts and a copy of every Material Notice received by Seller or Parent since January 1, insolvency2001, reorganizationwith respect to any of the Seller Contracts. For purposes hereof, moratorium "MATERIAL NOTICE" means those notices alleging a breach of a Assigned Contract or other similar laws relating intention to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in terminate or materially modify a proceeding at law or in equity)Seller Contract, except where such unenforceability is but does not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effectinclude routine correspondence.

Certain Contracts. (a) Section 4.23 of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other Other than those set forth as listed on an exhibit index in the Parent Reports included in, or otherwise filed prior as an exhibit to the date or as part of, a PGS Report, neither PGS nor any of this Agreement) to which Parent or any Subsidiary of Parent its Subsidiaries is a party to or bound by which any of them or their assets is bound as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement(ii) any non-competition agreement or any other agreement or obligation that purports to limit in any material respect the manner in which, commitment or understanding the localities in which, all or any material portion of the type current business of PGS and its Subsidiaries, taken as a whole, is conducted, (iii) any contract or other agreement that involves, or may involve, aggregate payments by any party thereto of $20,000,000 or more, which are to be performed in whole or in part after the Effective Time, (iv) any contract or other agreement that would prohibit or materially delay the consummation of the Merger or the Exchange Offer or any of the transactions contemplated by this Agreement, (v) any standstill agreements that do not expire within six months of the date hereof that would limit or prohibit PGS from acquiring any interest in or the assets of any third party or (vi) any contract or agreement for the borrowing of money containing covenants or provisions that would be violated or that would result in a default of such contract or agreement in the event the Merger and the Exchange Offer or the transactions contemplated by this Agreement were consummated (all contracts or agreements of the types described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is clauses (i) through (vi) being referred to herein as a “Parent "PGS Material Contract,” Contracts"). PGS has delivered to Veritas, or provided to Veritas for review, prior to the execution of this Agreement, complete and for purposes correct copies of Section 5.1 and all PGS Material Contracts not filed as exhibits to any of the bringdown of Section 4.23(b) pursuant PGS Reports filed prior to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. Agreement except for (b1) contracts containing competitively sensitive information as to which access, use and treatment are subject to applicable law, (2) contracts containing information that PGS reasonably believes it may not provide to Veritas by reason of applicable law, rules or regulations, or (3) contracts that PGS or any Subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties. Each Parent PGS Material Contract isis valid and binding (subject to the Enforceability Exceptions) on PGS (or, to the extent a Subsidiary of PGS is a party, such Subsidiary) and, to the knowledge of ParentPGS, on the other parties to such contracts, and is in full force and effect, and Parent PGS and each Subsidiary of its Subsidiaries PGS have in all material respects performed all obligations required to be performed by them to date under each Parent PGS Material Contract to which it is a partyContract, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createperform, individually or in the aggregate, would not have a Parent PGS Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent Neither PGS nor any Subsidiary of its Subsidiaries PGS (xi) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of ParentPGS, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent PGS Material Contract Contract, other than such breaches, violations or defaults as would not have a PGS Material Adverse Effect, or (yii) knows of, has received written notice of or has engaged in substantive discussions regarding the desire of the other party or parties to any such Parent PGS Material Contract to cancel, terminate, modify terminate or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effectcontract.

Certain Contracts. (aExcept as set forth on Section 4.2(s) Section 4.23 of the Parent Disclosure Schedule contains a list of all of the following contractsSchedule, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of and except for this Agreement) to which Parent or Agreement and any Subsidiary of Parent Contract that is a party or by which any of them or their assets is bound Parent Plan, as of the date of this Agreement: , neither Parent nor any of its Subsidiaries is a party to or bound by any Contract (i) under which, by virtue of the Transactions, (A) any other party is likely to be relieved of any material obligation or become entitled to exercise any right (including any termination right or any pre-emption right or other option) in any material way or (B) Parent or any of its Subsidiaries is likely to be in material default or lose any material benefit, right or licence which it currently enjoys or (C) a liability or obligation of Parent or any of its Subsidiaries is likely to be created or increased, (ii) which is not in the ordinary course of business or not on arm’s length terms and which is material to Parent and its Subsidiaries, (iii) which requires, or confers any right to require, the issue of any shares, debentures or other securities of Parent or any of its Subsidiaries now or at any future time, (iv) which establishes any joint venture, consortium, partnership or profit (or loss) sharing agreement or arrangement, (v) under which Parent or any of its Subsidiaries has sold or disposed of any company or business where it remains subject to any liability (whether contingent or otherwise) which is not fully provided for in the last published audited accounts of Parent, (vi) which is a recognition, procedural or other agreement between Parent or any of its Subsidiaries and any recognized independent trade union, (vii) relating to indebtedness for borrowed money of Parent or any of its Subsidiaries in excess of $5,000,000 or any guarantee thereof, or (viii) any non-competition agreement that or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of their respective the businesses is conducted, other than any such limitation that is not material to of Parent and its Subsidiaries, taken as a whole, and will not is or would be conducted, (ix) any material to Parent and its Subsidiaries, taken as a wholeContract granting “most favored nation” status that, following the Effective Time, would impose obligations on Parent or its Subsidiaries, (iix) any drilling unit construction, repair, modification, life extension, overhaul Contract that requires aggregate annual payments by or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any Subsidiaries in excess of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger $3,000,000 or any other transaction contemplated aggregate payments by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective its Subsidiaries to in excess of $5,000,000, or (xi) any officerContract under which the Transactions would trigger any change of control payment obligations, directorany right of termination, consultant cancellation, or employee amendment, or any acceleration of any obligation or loss of a benefit (collectively, the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECParent Material Contracts). Each contractParent has delivered or made available to the Company, arrangement, commitment or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit prior to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. (b) , true and complete copies of all Parent Material Contracts that exist as of the date of this Agreement. Each Parent Material Contract isis valid and binding on Parent (or, to the knowledge extent a Subsidiary of ParentParent is a party, such Subsidiary) and is in full force and effecteffect (subject to the Enforceability Exceptions), and Parent and each Subsidiary of its Subsidiaries Parent have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which it is a partyContract, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createnoncompliance, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Neither Parent nor any of its Subsidiaries (x) knows has knowledge of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice Contract. To the knowledge of the desire of the Parent, no other party or parties to any such Parent Material Contract to cancelis in breach of or default under the terms of any Parent Material Contract where such default has had, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Effect on Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect.

Certain Contracts. (a) Section 4.23 of the Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those Except as set forth on an exhibit index in Schedule 4.12(a)(i) hereto, the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent Seller is not a party to or bound by which any of them contract, arrangement, commitment or their assets is bound as of the date of this Agreement: understanding (whether written or oral): (i) with respect to the employment of any non-competition agreement that purports to limit the manner in whichdirector, officer or employee, or with respect to the localities in which, all or employment of any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will consultant which cannot be material to Parent and its Subsidiaries, taken as a whole, following the Effective Timeterminated without payment, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or due from the acceleration or vesting of any right Seller to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant officer or employee of any the Seller, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the foregoingSecurities and Exchange Commission) ("SEC") to be performed after the date of this Agreement that has not otherwise been disclosed in writing to the Buyer, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice, (v) which restricts the conduct of any line of business by the Seller, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) any agreement which is a material joint venture agreementstock option plan, joint operating agreementstock appreciation rights plan, partnership agreement restricted stock plan or other similar contract or agreement involving a sharing stock purchase plan any of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option planAgreement. The Seller has previously delivered to the Buyer true and complete copies of all employment, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term consulting and deferred compensation agreements which are in writing and to which the Seller is defined in Item 601(b)(10) of Regulation S-K of the SEC)a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, section is referred to herein as a “Parent Material "Seller Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement". (b) Each Parent Material Except as set forth in Schedule 4.12(b) hereto, (i) each Seller Contract isis legal, to valid and binding upon the knowledge Seller, assuming due authorization of Parentthe other party or parties thereto, and in full force and effect, and Parent and each of its Subsidiaries have (ii) the Seller has in all material respects performed all obligations required to be performed by them it to date under each Parent Material Contract to such Seller Contract, and (iii) no event or condition exists which it is a partyconstitutes or, except where such failure to be binding after notice or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage lapse of time or both, would constitute, a material default on the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice part of the desire of the other party or parties to Seller under any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectSeller Contract.

Certain Contracts. 4.15.1 Except for this Agreement, and those agreements and other documents which have been filed as exhibits to CBI's Securities Documents or set forth in the CBI DISCLOSURE SCHEDULE, neither CBI nor any CBI Subsidiary is a party to, bound by or subject to (ai) Section 4.23 any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a "material contract" within the meaning of Item 601(b)(10) of the Parent Disclosure Schedule contains a list SEC's Regulation S-K; (ii) any collective bargaining agreement with any labor union relating to employees of all CBI or any CBI Subsidiary; (iii) any agreement which by its terms limits the payment of dividends by CBI or Cornerstone; (iv) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which CBI or any CBI Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, Federal Home Loan Bank of Boston advances, bankers' acceptances, and "treasury tax and loan" accounts established in the following contracts, commitments ordinary course of business and transactions in "federal funds" or agreements which contain financial covenants or other restrictions (other than those set forth on an exhibit index in the Parent Reports filed prior relating to the date payment of principal and interest when due) which would be applicable on or after the Closing Date to CBI or any Cornerstone Subsidiary; (v) any contract (other than this Agreement) limiting the freedom, in any material respect, of CBI or Cornerstone to engage in any type of banking or bank-related business which Parent CBI or any Subsidiary of Parent Cornerstone is a party or by which any of them or their assets is bound permitted to engage in under applicable law as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, Agreement or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement whichagreement, upon contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the consummation conduct of business by CBI or any CBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.15.2 Each real estate lease that may require the consent of the lessor or its agent resulting from the Merger or any other transaction contemplated prior merger of Cornerstone by this Agreementvirtue of a legal conclusion, will (either alone prohibition or upon the occurrence restriction relating to assignment, by operation of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay law or otherwise) becoming due, or change in control, is listed in CBI DISCLOSURE SCHEDULE 4.15.2 identifying the acceleration section of the lease that contains such prohibition or vesting of any right restriction. Subject to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is consents that may be required as a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any result of the transactions contemplated by this Agreement, or the value of to its Knowledge, neither CBI nor any of the benefits of which will be calculated on the basis of CBI Subsidiary is in default in any of the transactions contemplated by this Agreement (including material respect under any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, agreement, commitment, arrangement, commitment lease, insurance policy or understanding of the type described in this Section 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. (b) Each Parent Material Contract is, to the knowledge of Parent, in full force and effect, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract other instrument to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to createby which its assets, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows ofbusiness, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has received written notice ofnot occurred any event that, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage lapse of time or the giving of notice or both both, would result in constitute such a violation or default under) default. 4.15.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.15.1 and 4.15.2, are listed on CBI DISCLOSURE SCHEDULE 4.15.3 and are in full force and effect on the date hereof and neither CBI nor any Parent Material Contract or CBI Subsidiary (y) has received written notice nor, to the Knowledge of the desire of the other party or parties to any such Parent Material Contract to cancelCBI, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. Except as listed on Section 4.15.2 of the CBI DISCLOSURE SCHEDULE, no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, plan, arrangement or instrument as a Parent Material Contract result of the execution of, and the transactions contemplated by, this Agreement. No contract, or similar agreement or arrangement to exercise rights adverse which CBI or any CBI Subsidiary is a party or under which CBI or any CBI Subsidiary may be liable contains provisions which permit an independent contractor to Parent. Each Parent Material Contract terminate it without cause and continue to accrue future benefits thereunder. 4.15.4 Except as set forth in Section 4.15.4 of the CBI DISCLOSURE SCHEDULE, neither CBI nor any CBI Subsidiary has made any payments, is enforceable by Parent obligated to make any payments, or a Subsidiary of Parent is party to any agreement that could obligate them to make any payments in accordance connection with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium any officer or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or director in the aggregate, event of a Parent Material Adverse Effectchange of control.

Certain Contracts. (a) Except as set forth in Section 4.23 4.13(a) of the Parent Provident Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports as filed with or incorporated into any Provident Report filed prior to the date of this Agreement) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound hereof, as of the date hereof, neither Provident nor any of this Agreement: its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any Provident Benefit Plan): (i) any nonwhich is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement that purports to limit K of the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, SEC); (ii) which contains a provision that materially restricts the conduct of any drilling unit construction, repair, modification, life extension, overhaul line of business by Provident or conversion contract for any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, effect); (iii) which is a collective bargaining agreement or similar agreement with any drilling contracts of one year or greater remaining duration, including fixed price customer options, labor organization; (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of or obligations under which will arise or be accelerated, increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Provident Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Provident; (v) (A) that relates to the incurrence of indebtedness by Provident or any of its Subsidiaries, including any stock option plansale and leaseback transactions, stock appreciation capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Provident or any of its Subsidiaries of, or any similar commitment by Provident or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $250,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Provident or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights planor properties of Provident or its Subsidiaries, restricted stock plan taken as a whole; (vii) which creates future payment obligations in excess of $500,000 per annum other than any such contracts which are terminable by Provident or stock purchase planany of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Provident or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Provident or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any “person, business or asset and under which Provident or its Subsidiaries have or may have a material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.23(a4.13(a) (excluding any Provident Benefit Plan), whether or not included as an exhibit to any Parent Report or included set forth in Section 4.23 of the Parent Provident Disclosure Schedule, is referred to herein as a “Parent Material Provident Contract,” ”. Provident has made available to Lakeland true, correct and for purposes complete copies of Section 5.1 and the bringdown each Provident Contract in effect as of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreementhereof. (b) Each Parent In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Provident, (i) each Provident Contract isis valid and binding on Provident or one of its Subsidiaries, to the knowledge of Parentas applicable, and in full force and effect, and Parent (ii) Provident and each of its Subsidiaries have in all material respects has complied with and performed all obligations required to be performed by them it to date under each Parent Material Provident Contract, (iii) to the knowledge of Provident, each third-party counterparty to each Provident Contract to which it is a party, except where such failure has complied with and performed all obligations required to be binding or in full force and effect or performed by it to date under such failure to perform Provident Contract, (iv) Provident does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows have knowledge of, or and has not received written notice of, any violation of any Provident Contract by any of the other parties thereto, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a breach of or violation or default under (noron the part of Provident or any of its Subsidiaries, or to the knowledge of ParentProvident, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party thereto, of or under any such Provident Contract and (vi) no third-party counterparty to a Parent Material any Provident Contract has exercised or threatened in writing to exercise rights adverse any force majeure (or similar) provision to Parent. Each Parent Material excuse non-performance or performance delays in any Provident Contract is enforceable by Parent as a result of the Pandemic or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse EffectPandemic Measures.