Common use of Contracts and Commitments; No Default Clause in Contracts

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a) of the Company Disclosure Schedule, none of the Company Entities is a party to, nor are any of their respective assets bound by: (i) any Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Associate for, or advancement to any Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Company Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Company Entity in the year ended December 31, 2017, or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Company Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable to use Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Company Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 or listed in Part 2.3(c) of the Company Disclosure Schedule (the “Material Company Contracts”) have been provided or made available to Parent for review. Except as set forth in Part 2.11(b) of the Company Disclosure Schedule, all of the Material Company Contracts are valid and enforceable by and against the Company Entity party thereto in accordance with their terms, and are in full force and effect. No Company Entity is in breach, violation or default in the performance of any of its obligations under any of the Material Company Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Company Entity. To the Knowledge of the Company, no other party to a Material Company Contract is in breach, violation or default thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Company Contract (or any Contract with a customer or potential customer of the Company) has provided written notice to the Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Company (a “Company Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 2.11(a3.11(a) of the Company Parent Disclosure Schedule, none of the Company Parent Entities is a party to, nor are any of their respective assets bound by: (i) any Company Parent Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Parent Associate for, or advancement to any Company Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Parent Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Company Parent Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Company Parent Entity in the year six-month period ended December 31, 2017, ; or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Company Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Company Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personperson or entity; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Company Parent Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 3.11 or listed in Part 2.3(c3.3(c) of the Company Parent Disclosure Schedule (the “Material Company Parent Contracts”) have been provided or made available to Parent the Company for review. Except as set forth in Part 2.11(b3.11(b) of the Company Parent Disclosure Schedule, all of the Material Company Parent Contracts are valid and enforceable by and against the Company Parent Entity party thereto in accordance with their terms, and are in full force and effect. No Company Parent Entity is in breach, violation or default default, however defined, in the performance of any of its obligations under any of the Material Company Parent Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Company Parent Entity. To the Knowledge of the CompanyParent, no other party to a Material Company Parent Contract is in breach, violation or default default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Company Parent Contract (or any Contract with a customer or potential customer of the CompanyParent) has provided written notice to the Company Parent of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Company Parent (a “Company Parent Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a) of the Company Disclosure Schedule, none of the Company Entities is a party to, nor are any of their respective assets bound by: (i) any Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Associate for, or advancement to any Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Entity; (iv) any Contract that (A) is not terminable on less than 30 days or less days’ notice without penalty, (B) is over one year in length of obligation to any Company Entity, (C) involves an obligation of more than $50,000 over its term, or (D) represents is expected to represent more than 10% of the revenue or expense of any Company Entity in the year six-month period ended December 31, 2017, or (E) is a material master services or product supply agreement2012; (v) any Contract for the lease or sublease of the Company Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable to use Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personperson or entity; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Company Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 or listed in Part 2.3(c) of the Company Disclosure Schedule (the “Material Company Contracts”) have been provided or made available to Parent for review. Except as set forth in Part 2.11(b) of the Company Disclosure Schedule, all of the Material Company Contracts are valid and enforceable by and against the Company Entity party thereto in accordance with their terms, and are in full force and effect. No Company Entity is in breach, violation or default default, however defined, in the performance of any of its obligations under any of the Material Company Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Company Entity. To the Knowledge of the Company, no other party to a Material Company Contract is in breach, violation or default default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Company Contract (or any Contract with a customer or potential customer of the Company) has provided written notice to the Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Company (a “Company Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a3.11(a) of the Company Parent Disclosure Schedule, none of the Company Parent Entities is a party to, nor are any of their respective assets bound by: (i) any Company Parent Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Parent Associate for, or advancement to any Company Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Parent Entity; (iv) any Contract that (A) is not terminable on less than 30 days or less days’ notice without penalty, (B) is over one year in length of obligation to any Company Parent Entity, (C) involves an obligation of more than $50,000 over its term, or (D) represents is expected to represent more than 10% of the revenue or expense of any Company Parent Entity in the year six-month period ended December 31, 2017, or (E) is a material master services or product supply agreement2012; (v) any Contract for the lease or sublease of the Company Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Company Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personperson or entity; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Company Parent Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 3.11 or listed in Part 2.3(c3.3(c) of the Company Parent Disclosure Schedule (the “Material Company Parent Contracts”) have been provided or made available to Parent the Company for review. Except as set forth in Part 2.11(b3.11(b) of the Company Parent Disclosure Schedule, all of the Material Company Parent Contracts are valid and enforceable by and against the Company Parent Entity party thereto in accordance with their terms, and are in full force and effect. No Company Parent Entity is in breach, violation or default default, however defined, in the performance of any of its obligations under any of the Material Company Parent Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Company Parent Entity. To the Knowledge of the CompanyParent, no other party to a Material Company Parent Contract is in breach, violation or default default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Company Contract (or any Contract with a customer or potential customer of the Company) has provided written notice to the Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Company (a “Company Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a) of the Company Disclosure Schedule, none of the Company Entities is not a party to, nor are any assets of their respective assets the Company bound by: (i) any Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Associate for, or advancement to any Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Entitythe Company; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Company Entitythe Company, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any the Company Entity in the year three-month period ended December 31September 30, 20172018, or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Company Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any the Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a directormanager, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person; (x) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the Contemplated Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Contemplated Transactions; (xi) any joint marketing or development agreement; (xii) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of the Company or any Subsidiary for which a waiver of such right shall have not been obtained; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of the Company or any Subsidiary; (xiii) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xixiv) any Contract, the termination of which would reasonably be expected to have a Company Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 or listed in Part 2.3(c) of the Company Disclosure Schedule (the “Material Company Contracts”) have been provided or made available to Parent for review. Except as set forth in Part 2.11(b) of the Company Disclosure Schedule, all of the Material Company Contracts are valid and enforceable by and against the Company Entity party thereto in accordance with their terms, and are in full force and effect. No The Company Entity is not in material breach, violation or default default, however defined, in the performance of any of its obligations under any of the Material Company Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such material breach, violation or default thereunder or thereof by such Company Entitythe Company. To the Knowledge of the Company, no other party to a Material Company Contract is in material breach, violation or default default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a material breach, violation or default thereunder or thereof by such other party. No Except as set forth on Part 2.11(b) of the Company Disclosure Schedule, no other party to a Material Company Contract (or any Contract contract with a customer or potential customer of the Company) has provided written notice to the Company of any plans, intentions or actions that would have an a material adverse and material effect on the scope of services to be provided byby or profitability of the Company, or the availability of product or services being purchased by the Company (a “Company Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a) of the Company Disclosure Schedule, none of the Company Entities is a party to, nor are any of their respective assets bound by: (i) any Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Associate for, or advancement to any Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Company Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Company Entity in the year six-month period ended December 31June 30, 2017, or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Company Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable to use Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Company Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 or listed in Part 2.3(b) or Part 2.3(c) of the Company Disclosure Schedule (the “Material Company Contracts”) have been provided or made available to Parent for review. Except as set forth in Part 2.11(b) of the Company Disclosure Schedule, all of the Material Company Contracts are valid and enforceable by and against the Company Entity party thereto in accordance with their terms, and are in full force and effect. No Company Entity is in breach, violation or default in the performance of any of its obligations under any of the Material Company Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Company Entity. To the Knowledge of the Company, no other party to a Material Company Contract is in breach, violation or default thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Company Contract (or any Contract with a customer or potential customer of the Company) has provided written notice to the Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Company, or the availability of product or services being purchased by the Company (a “Company Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a) of the Company Disclosure Schedule, none of neither the Company Entities nor the Shareholders is a party to, nor are any of their respective assets the Assets bound by, any written or oral: (i) any Company Employee Agreementemployment, non-competition, consulting or severance agreement, collective bargaining agreement, or pension, profit-sharing, incentive compensation, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay or retirement plan or agreement; (ii) any Contract that provides for (A) reimbursement of any Company Associate for, or advancement to any Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Entitythe Company; (iviii) any Contract contract, agreement, lease (real or personal property) or arrangement that (A) is not terminable on less than 30 days or less days' notice without penalty, (B) is not over one year in length of obligation to any Company Entityof the Company, or (C) involves an obligation of more than $50,000 25,000 over its term; (iv) contract, (D) represents more than 10% of the revenue agreement, commitment or expense license relating to Intellectual Property Rights or contract, agreement or commitment of any Company Entity in the year ended December 31other type, 2017whether or not fully performed, or (E) is a material master services or product supply agreementnot otherwise disclosed pursuant to this Section 2.19; (v) any Contract for the lease or sublease of the Company Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable to use Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personperson or entity; (xvi) outstanding sales or purchase Contractscontracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses, or bound by any outstanding contracts, bids, sales or service proposals quoting prices that are not reasonably expected to result in a normal profit; or (xivii) contract, commitment, agreement or arrangement with any Contract, "disqualified individual" (as defined in Section 280G(c) of the Code) which contains any severance or termination of pay liabilities which would reasonably be expected to have result in a Company Material Adverse Effectdisallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 or listed in Part 2.3(c) of the Company Disclosure Schedule 2.19 (the “Material Company Contracts”"COMPANY CONTRACTS") have been provided or made available to Parent for review. Except as set forth in Part 2.11(b) of the Company Disclosure Schedule, all of the Material Company Contracts items are valid and enforceable by and against the Company Entity party thereto in accordance with their terms, and are in full force and effect. No Except as otherwise specified in the Disclosure Schedule, none of the Company Entity Contracts contains a provision requiring the consent of any party with respect to the consummation of the transactions contemplated by this Agreement. The Company is not in breach, violation or default default, however defined, in the performance of any of its obligations under any of the Material Company Contracts, and no facts or and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Company Entity. To thereof, and to the Knowledge knowledge of the Company, Company and the Shareholders no other party to parties thereto are in a Material Company Contract is in breach, violation or default default, however defined, thereunder or thereof, and to the knowledge of the Company and the Shareholders no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Company Contract (or any Contract with a customer or potential customer of the Company) has provided written notice to the Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Company (a “Company Adverse Contract Notice”)thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a3.14(a) of the Company Disclosure Schedule, none of the Company Entities is neither a party to, nor are any of their respective its assets bound by: (i) any Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Associate for, or advancement to any Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Entitythe Company; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Company Entitythe Company, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any the Company Entity in the year nine-month period ended December 31September 30, 20172014, or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Company Leased Real Property or Company Owned Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable to use Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any the Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Company Material Adverse Effect. (b) True and complete copies (or detailed summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 or listed in Contracts set forth on Part 2.3(c3.14(a) of the Company Disclosure Schedule (the “Material Company Contracts”) have been provided or made available to Parent for reviewParent. Except as set forth in Part 2.11(b3.14(b) of the Company Disclosure Schedule, all of the Material Company Contracts are valid and enforceable by and against the Company Entity party thereto in accordance with their terms, and are in full force and effect. No The Company Entity is not in breach, violation or default default, however defined, in the performance of any of its obligations under any of the Material Company Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Company Entitythe Company. To the Knowledge of the Company, no other party to a Material Company Contract is in breach, violation or default default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Company Contract (or any Contract contract with a customer or potential customer of the Company) has provided written notice to the Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Company, or the availability of product or services being purchased by the Company (a “Company Adverse Contract Notice”)Company.

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a) of the Company Disclosure Schedule, none of the Company Entities is not a party to, nor are any assets of their respective assets the Company bound by: (i) any Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Associate for, or advancement to any Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Entitythe Company; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Company Entitythe Company, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any the Company Entity in the year six-month period ended December March 31, 20172014, or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Company Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable to use Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any the Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a directormanager, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Company Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 or listed in Part 2.3(c) of the Company Disclosure Schedule (the “Material Company Contracts”) have been provided or made available to Parent for review. Except as set forth in Part 2.11(b) of the Company Disclosure Schedule, all of the Material Company Contracts are valid and enforceable by and against the Company Entity party thereto in accordance with their terms, and are in full force and effect. No The Company Entity is not in material breach, violation or default default, however defined, in the performance of any of its obligations under any of the Material Company Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such material breach, violation or default thereunder or thereof by such Company Entitythe Company. To the Knowledge of the Company, no other party to a Material Company Contract is in material breach, violation or default default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a material breach, violation or default thereunder or thereof by such other party. No Except as set forth on Part 2.11(b) of the Company Disclosure Schedule, no other party to a Material Company Contract (or any Contract contract with a customer or potential customer of the Company) has provided written notice to the Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Company, or the availability of product or services being purchased by the Company (a “Company Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a3.11(a) of the Company Parent Disclosure Schedule, none of the Company Parent Entities is a party to, nor are any of their respective assets bound by: (i) any Company Parent Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Parent Associate for, or advancement to any Company Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Parent Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Company Parent Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Company Parent Entity in the year six-month period ended December 31June 30, 2017, ; or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Company Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Company Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personperson or entity; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Company Parent Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 3.11 or listed in Part 2.3(c3.3(c) of the Company Parent Disclosure Schedule (the “Material Company Parent Contracts”) have been provided or made available to Parent the Company for review. Except as set forth in Part 2.11(b3.11(b) of the Company Parent Disclosure Schedule, all of the Material Company Parent Contracts are valid and enforceable by and against the Company Parent Entity party thereto in accordance with their terms, and are in full force and effect. No Company Parent Entity is in breach, violation or default default, however defined, in the performance of any of its obligations under any of the Material Company Parent Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Company Parent Entity. To the Knowledge of the CompanyParent, no other party to a Material Company Parent Contract is in breach, violation or default default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Company Parent Contract (or any Contract with a customer or potential customer of the CompanyParent) has provided written notice to the Company Parent of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Parent, or the availability of product or services being purchased by the Company Parent (a “Company Parent Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a3.11(a) of the Company Parent Disclosure Schedule, none of the Company Parent Entities is a party to, nor are any of their respective assets bound by: (i) any Company Parent Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Parent Associate for, or advancement to any Company Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Parent Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Company Parent Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Company Parent Entity in the year three-month period ended December 31September 30, 2017, 2018; or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Company Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Company Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person; (x) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the Contemplated Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Contemplated Transactions; (xi) any joint marketing or development agreement; (xii) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of the Parent Entities for which a waiver of such right shall have not been obtained; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of the Parent Entities; (xiii) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xixiv) any Contract, the termination of which would reasonably be expected to have a Company Parent Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 or 3.11, listed in Part 2.3(c3.3(c) of the Company Parent Disclosure Schedule and the Adynxx Merger Agreement (the “Material Company Parent Contracts”) have been provided or made available to Parent the Company for review. Except as set forth in Part 2.11(b3.11(b) of the Company Parent Disclosure Schedule, all of the Material Company Parent Contracts are valid and enforceable by and against the Company Parent Entity party thereto in accordance with their terms, and are in full force and effect. No Company Parent Entity is in material breach, violation or default default, however defined, in the performance of any of its obligations under any of the Material Company Parent Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such material breach, violation or default thereunder or thereof by such Company Parent Entity. To the Knowledge of the CompanyParent, no other party to a Material Company Parent Contract is in material breach, violation or default default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a material breach, violation or default thereunder or thereof by such other party. No other party to a Material Company Parent Contract (or any Contract with a customer or potential customer of the Company) has provided written notice to the Company Parent of any plans, intentions or actions that would have an a material adverse and material effect on the scope of services to be provided byby or profitability of the Parent, or the availability of product or services being purchased by the Company Parent (a “Company Parent Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a) of the Company Disclosure Schedule, none of the Company Entities is not a party to, nor are any of their respective assets the Company Assets bound by, any written or oral: (i) any Company Employee Agreementemployment, non-competition, consulting or severance agreement, collective bargaining agreement, or pension, profit-sharing, incentive compensation, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay or retirement plan or agreement; (ii) any Contract that provides for (A) reimbursement of any Company Associate for, or advancement to any Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Entitythe Company; (iviii) any Contract contract, agreement, lease (real or personal property) or arrangement that (A) is not terminable on less than 30 days or less days' notice without penalty, (B) is not over one year in length of obligation to any Company Entityof the Company, or (C) involves an obligation of more than $50,000 5,000 over its term; (iv) contract, (D) represents more than 10% of the revenue agreement, commitment or expense license relating to Intellectual Property Rights or contract, agreement or commitment of any Company Entity in the year ended December 31other type, 2017whether or not fully performed, or (E) is a material master services or product supply agreementnot otherwise disclosed pursuant to this Section 2.15; (v) any Contract for the lease or sublease of the Company Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable to use Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personperson or entity; (xvi) outstanding sales or purchase Contractscontracts, commitments or proposals that will are expected to result in any material loss upon completion or performance thereof after allowance for direct distribution expenses, or bound by any outstanding contracts, bids, sales or service proposals quoting prices that are not reasonably expected to result in a normal profit; or (xivii) contract, commitment, agreement or arrangement with any Contract, "disqualified individual" (as defined in Section 280G(c) of the Code) which contains any severance or termination of pay liabilities which would reasonably be expected to have result in a Company Material Adverse Effectdisallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 or listed in Part 2.3(c) of the Company Disclosure Schedule 2.15 (the “Material Company Contracts”"COMPANY CONTRACTS") have been provided or made available to Parent for review. Except as set forth in Part 2.11(b) of the Company Disclosure Schedule, all of the Material Company Contracts items are valid and enforceable by and and, to the Company's knowledge, against the Company Entity party thereto in accordance with their terms, and are in full force and effect. No Except as otherwise specified in the Company Entity Disclosure Schedule, none of the Company Contracts contains a provision requiring the consent of any party with respect to the consummation of the transactions contemplated by this Agreement. The Company is not in material breach, violation or default default, however defined, in the performance of any of its obligations under any of the Material Company Contracts, and no facts or and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Company Entity. To thereof, and, to the Knowledge knowledge of the Company, no other party to parties thereto are in a Material Company Contract is in material breach, violation or default default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other partythereof. No other party to a Material Company Contract (or any Contract with a customer or potential customer None of the Company) has provided written notice Company Contracts is subject to the Company of renegotiation with any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Company (a “Company Adverse Contract Notice”)Authority.

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a‎2.11(a) of the Company Disclosure Schedule, none of the Company Entities is a party to, nor are any of their respective assets bound by: (i) any Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Associate for, or advancement to any Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Company Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Company Entity in the year six-month period ended December 31, 20172013, or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Company Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable to use Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personperson or entity; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Company Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 ‎2.11 or listed in Part 2.3(c‎2.3(c) of the Company Disclosure Schedule (the “Material Company Contracts”) have been provided or made available to Parent for review. Except as set forth in Part 2.11(b‎2.11(b) of the Company Disclosure Schedule, all of the Material Company Contracts are valid and enforceable by and against the Company Entity party thereto in accordance with their terms, and are in full force and effect. No Company Entity is in breach, violation or default default, however defined, in the performance of any of its obligations under any of the Material Company Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Company Entity. To the Knowledge of the Company, no other party to a Material Company Contract is in breach, violation or default default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Company Contract (or any Contract contract with a customer or potential customer of the Company) has provided written notice to the Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Company, or the availability of product or services being purchased by the Company (a “Company Adverse Contract Notice”).

Contracts and Commitments; No Default. Except as set forth in Schedule 3.11 of the Disclosure Schedule: (a) Except as set forth in Part 2.11(a) of the Company Disclosure Schedule, none of the Company Entities is a party to, nor are any of their respective assets bound by: (ib) Pro Mortgage has no employment agreement with any Company Employee Agreementofficer, employee or agent, nor any agreement that contains any severance or termination pay liabilities or obligations; (iic) Pro Mortgage is not restricted by agreement from carrying on its business or any Contract that provides for (A) reimbursement part thereof anywhere in the world or from competing in any line of any Company Associate for, or advancement to any Company Associate of, legal fees or other expenses associated business with any Legal Proceeding or the defense thereof or (B) indemnification of any Company AssociatePerson; (iiid) Pro Mortgage has no debt obligation for borrowed money, including guarantees of or agreements to acquire any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing such debt obligation of money by any Company Entityothers; (ive) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation Pro Mortgage has no outstanding loan to any Company Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Company Entity in the year ended December 31, 2017, or (E) is a material master services or product supply agreementPerson; (vf) any Contract for the lease Pro Mortgage has no obligation or sublease liability as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the Company Leased Real Propertyobligation of any other Person; (vig) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect Pro Mortgage is not subject to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable to use Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any PersonPerson whether under a loan agreement, note or otherwise; (xh) Pro Mortgage is not a party to any agreement, contract, commitment or loan to which any of its officers or directors or any affiliate of Pro Mortgage or its officers and directors is a party; (i) Pro Mortgage is not a party to any purchase or sale contract or agreement that continues for a period of more than twelve months (including periods covered by any option to renew by any party); (j) Pro Mortgage is not a lessor under any lease, lease intended as security, an owner participant in any leveraged lease transaction or party to a vendor arrangement or conditional sales agreement; (k) Pro Mortgage has not given any irrevocable power of attorney to any person, firm, corporation or other entity for any purpose whatsoever, except the appointment of agents to accept service of process; (l) There are no outstanding sales or purchase Contractscontracts, commitments or proposals of Pro Mortgage that will result in any material loss upon completion or performance thereof thereof, after allowance for direct distribution expenses; orand (xim) any ContractExcept for agreements, the termination of which would reasonably be expected contracts, commitments or restrictions referred to have a Company Material Adverse Effectin Sections 3.11(a) through 3.11(m) or elsewhere specifically disclosed pursuant to this Agreement, Pro Mortgage has no agreements, contracts, commitments or restrictions that are material to its business, operations or prospects. (bn) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant documents (including all amendments thereto) referred to this Section 2.11 or listed in Part 2.3(c) Schedule 3.11 of the Company Disclosure Schedule (the “Material Company Contracts”) have been provided or made available delivered to Parent for reviewthe Pro Mortgage Shareholders. Except as set forth in Part 2.11(b) Schedule 3.11 of the Company Disclosure ScheduleSchedule contains a list of employees of Pro Mortgage and their annual compensation and job descriptions. All contracts, all agreements, commitments or restrictions referred to on Schedule 3.11 of the Material Company Contracts Disclosure Schedule are valid and enforceable by and against the Company Entity party thereto in accordance with their respective terms, and are Pro Mortgage is not in full force and effect. No Company Entity is in breach, violation or default in the performance of any of its obligations under any thereunder, no event of the Material Company Contracts, and no facts or circumstances exist which, default has occurred which (whether with the giving of due or without notice, lapse of time, or both, or the happening or the occurrence of any other event) would constitute such breach, violation or a default thereunder or thereof by such Company Entity. To the Knowledge of the Company, no and all other party to a Material Company Contract is parties thereto are not in breach, violation or default thereunder or thereofand have no counterclaims, offsets and no facts or circumstances exist which, whether defenses with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Company Contract (or any Contract with a customer or potential customer of the Company) has provided written notice to the Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Company (a “Company Adverse Contract Notice”)respect thereto.

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a3.11(a) of the Company Parent Disclosure Schedule, none of the Company Parent Entities is a party to, nor are any of their respective assets bound by: (i) any Company Parent Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Parent Associate for, or advancement to any Company Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Parent Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Company Parent Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Company Parent Entity in the year six-month period ended December March 31, 2017, 2014; or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Company Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Company Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Company Parent Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 or 3.11, listed in Part 2.3(c3.3(c) of the Company Parent Disclosure Schedule and the Broadcast Merger Agreement (the “Material Company Parent Contracts”) have been provided or made available to Parent the Company for review. Except as set forth in Part 2.11(b3.11(b) of the Company Parent Disclosure Schedule, all of the Material Company Parent Contracts are valid and enforceable by and against the Company Parent Entity party thereto in accordance with their terms, and are in full force and effect. No Company Parent Entity is in material breach, violation or default default, however defined, in the performance of any of its obligations under any of the Material Company Parent Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such material breach, violation or default thereunder or thereof by such Company Parent Entity. To the Knowledge of the CompanyParent, no other party to a Material Company Parent Contract is in material breach, violation or default default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a material breach, violation or default thereunder or thereof by such other party. No other party to a Material Company Parent Contract (or any Contract with a customer or potential customer of the Company) has provided written notice to the Company Parent of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Parent, or the availability of product or services being purchased by the Company Parent (a “Company Parent Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as set forth in Part 2.11(a‎3.11(a) of the Company Parent Disclosure Schedule, none of the Company Parent Entities is a party to, nor are any of their respective assets bound by: (i) any Company Parent Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Parent Associate for, or advancement to any Company Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Company Parent Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Company Parent Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Company Parent Entity in the year six-month period ended December 31, 2017, 2013; or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Company Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Company Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Company Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personperson or entity; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Company Parent Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.11 ‎3.11 or listed in Part 2.3(c‎3.3(c) of the Company Parent Disclosure Schedule (the “Material Company Parent Contracts”) have been provided or made available to Parent the Company for review. Except as set forth in Part 2.11(b‎3.11(b) of the Company Parent Disclosure Schedule, all of the Material Company Parent Contracts are valid and enforceable by and against the Company Parent Entity party thereto in accordance with their terms, and are in full force and effect. No Company Parent Entity is in breach, violation or default default, however defined, in the performance of any of its obligations under any of the Material Company Parent Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Company Parent Entity. To the Knowledge of the CompanyParent, no other party to a Material Company Parent Contract is in breach, violation or default default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Company Parent Contract (or any Contract with a customer or potential customer of the Company) has provided written notice to the Company Parent of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Parent, or the availability of product or services being purchased by the Company Parent (a “Company Parent Adverse Contract Notice”).