Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither Neither the Company nor any of the Material its Subsidiaries is a party to or bound by any executory contract, leasearrangement, license commitment or other agreement understanding (whether written or oral) (i) that involves: is a “material contract” (Aas such term is defined in Item 601(b)(10) payments of SEC Regulation S-K) 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, (ii) that materially restricts the conduct of any material line of business by the Company, or the ability of the Company and/or to operate in any Material Subsidiary geographic area or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in excess any line of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting business material to the Company or any Material Subsidiary from freely engaging to operate in any business geographical area, (iii) with or competing anywhere to a labor union or guild (including any collective bargaining agreement), (iv) relating to the borrowing of money or any guarantee in respect of any indebtedness of any person (other than the endorsement of negotiable instruments for collection in the world ordinary course of business), (v) that restricts competition or providing for exclusivity in any business line, geographic area or otherwise; pricing (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) including “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital provisions) or surplus to (vi) between the Company or and any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which of its Subsidiaries, on the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendmentone hand, modification or supplement in respect of and any of the foregoing. Company’s stockholders (ii) All in their capacity as such), on the other hand. In addition, neither the Company nor any of its Subsidiaries is a party to or bound by any written employment contract. Each contract, arrangement, commitment or understanding of the contractstype described in the preceding two sentences of this Section 3.14(a), agreements, instruments and documents whether or not set forth on in the attached Schedule K (eachCompany Disclosure Letter, is referred to as a “Material Contract”,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Material Contract by any of the other parties thereto that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) are validWith such exceptions that have not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Material Contract is valid and binding and enforceable against on the Company or the respective Material applicable Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto and is in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium full force and other Laws of general application affecting the enforcement of creditors’ rights generallyeffect, (Bii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiarieseach of its Subsidiaries has performed all obligations required to be performed by it to date under each Material Contract, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract and (iii) no event or condition exists that will be fully performed or satisfied as of or prior to the Initial Closing, constitutes or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of after notice or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage lapse of time or the giving of notice, or both, would result in will constitute, a material default, breach or event default on the part of noncompliance, in each such case, by the Company or any of the Material its Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither Section 3.14(a) of the Company nor Disclosure Schedule sets forth a correct and complete list of the following Contracts to which the Company or any of the Material its Subsidiaries is a party or otherwise bound (the Contracts required to be set forth in Section 3.14(a) of the Company Disclosure Schedule collectively, the “Material Contracts”): (i) each Contract with a Top Merchant or bound Top Vendor; (ii) other than merchant agreements entered into in the ordinary course of business, each Contract that involved the expenditure or receipt by the Company and its Subsidiaries of more than $500,000 in the aggregate during the twelve-month period ending on December 31, 2017 or is reasonably expected to involve the expenditure or receipt by the Company and its Subsidiaries of more than $500,000 in the aggregate in the twelve-month period ending December 31, 2018; (iii) each Contract with any executory contractRelated Party (other than (A) offer letters for employment on an at-will basis, lease(B) customary confidentiality, assignment of inventions and/or noncompetition or other similar arrangements and (C) Company Benefit Plans and Company Benefit Arrangements); (iv) each Contract evidencing Company Indebtedness, including any loan or credit agreement, security agreement, guaranty, indenture, mortgage, pledge, conditional sale or title retention agreement, equipment obligation or lease purchase agreement; (v) each Real Property Lease; (vi) each Contract with any Card Association or NACHA and/or each Contract with a member of a Card Association enabling the Company’s or any of its Subsidiaries’ participation in such Card Association or NACHA; (vii) each material license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement Contract pursuant to which the Company or any Material Subsidiary of its Subsidiaries grants or receives rights in or to use any material Intellectual Property, but excluding (A) “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $25,000 per year, (B) non-exclusive licenses granted to Merchants or other customers of the Company or any of its Subsidiaries in the ordinary course of business and (C) referral agreements and reseller agreements in the ordinary course of business; (viii) each Contract for the (A) disposition (whether by merger, consolidation, sale of equity or assets or otherwise) of any significant portion of the assets or business of the Company and its Subsidiaries, taken as a whole, (B) acquisition of any significant portion of the assets or business or any Equity Interests (whether by merger, consolidation, purchase of equity or assets or otherwise) of any other Person (other than in the ordinary course of business), or (C) acquisition of Equity Interests of any Acquired Company (other than by the Company or its Subsidiaries, and excluding Company Profits Units granted in the ordinary course), in each case, entered into since January 1, 2014; (ix) each Contract that, by its terms, prohibits the Company or any of its Subsidiaries from (A) entering into any line of business, or from freely providing services or supplying products to any customer or potential customer, or in any territory or (B) purchasing or acquiring an interest in any other Person; (x) each Contract in which the Company or any of its Subsidiaries has granted “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any service, product or territory or has agreed to contribute capital purchase or surplus otherwise obtain any material product or service exclusively from a single party or sell any material product or service exclusively to a single party; (xi) each Contract concerning the establishment or operation of a partnership, joint venture, profit sharing or similar enterprise (other than referral agreements and reseller agreements in the ordinary course of business); (xii) each Contract that is an exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any Person commodity, security, instrument, asset, rate or guarantee the obligations index of any Person kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices; (xiii) each Contract entered into in connection with a material settlement under which any insurance contractAcquired Company has material outstanding obligations; or (Hxiv) any material amendmentwill be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), modification (2), (4), (9) or supplement in respect (10) of any of Regulation S-K under the foregoingSecurities Act as if the Company was the registrant. (iib) All of Except as has not had and would not be reasonably likely to have, individually or in the contracts, agreements, instruments and documents set forth on the attached Schedule K (eachaggregate, a “Material Contract”Adverse Effect: (i) are each Material Contract is in full force and effect and is a legal, valid, binding and enforceable against obligation of the Company or the respective Material Subsidiary, as applicable, its applicable Subsidiary and, to the Knowledge knowledge of the Company, each other party thereto (subject in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating each case to the availability Enforcement Exceptions); (ii) neither the Company, any of specific performanceits Subsidiaries nor, injunctive relief or other equitable remedies or (C) as would not be material to the Company and knowledge of the Company SubsidiariesCompany, taken as a whole); providedany other party to any Material Contract, thatis in material violation, for the avoidance of doubtmaterial breach or material default under, “any Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior Contract, and, to the Initial Closingknowledge of the Company, orthere exists no condition or event which, if this Agreement is being executed and delivered with respect to an Additional Closingafter notice, as lapse of time or prior to both, would constitute any such Additional Closing. Neither violation, breach or default; (iii) neither the Company nor any of the Material its Subsidiaries is in material default under or in material breach of, or in receipt has received written notice of any written claim of such material default or material breach, termination under any Material Contract. No event has occurred which; and (iv) as of the date hereof, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by neither the Company or nor its Subsidiaries have waived any of the Material Subsidiaries material rights under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth in the Company's Annual Report on Form 10-K for its fiscal year ended February 28, 2001, and for this Agreement and the attached Schedule Kagreements specifically referred to herein, neither the Company nor any of the Material Subsidiaries its subsidiaries is a party or subject to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing.following agreements (each, a "Material Agreement"): (i) any contract or agreement or amendment thereto that would be required to be filed as an exhibit to a registration statement on Form S-1 filed by Company as of the date hereof; (ii) All any confidentiality agreement, non-competition agreement or other contract or agreement that contains covenants limiting Company's freedom to compete in any line of business or in any location or with any Person; and (iii) any loan agreement, indenture, note, bond, debenture or any other document or agreement evidencing a capitalized lease obligation or other indebtedness to any Person, other than any indebtedness in a principal amount less than $100,000 individually or $250,000 in the contracts, agreements, instruments aggregate. (b) The Company has delivered or made available to Parent a true and documents set forth correct copy of each Material Agreement. Each Material Agreement is valid and binding on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiaryits subsidiaries, as applicableapplicable and assuming due and valid authorization, andexecution and delivery by all other parties, to the Knowledge of the Companyand is in full force and effect, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither neither the Company nor any of its subsidiaries, nor to the Material Subsidiaries knowledge of the Company, any other party thereto, has breached any material provision of, or is in material default under or in material breach the terms of, any such Material Agreement. (c) There is no agreement, judgment, injunction, order or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by decree binding upon the Company or any of its subsidiaries which has or could reasonably be expected to have the Material Subsidiaries under effect of prohibiting or materially impairing any such Material Contract. There are no outstanding, pending, or to the Knowledge material current business practice of the CompanyCompany or its subsidiaries, threatened any acquisition of material disputes with respect property by the Company or its subsidiaries or the conduct of business by the Company or its subsidiaries as currently conducted or as proposed to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to be conducted by the PurchasersCompany or its subsidiaries.

Contracts and Commitments. (ia) Except as expressly specifically contemplated by this Agreement, the Prior Purchase Agreements or Agreement and except as set forth on Section 4.23(a) of the attached Schedule KCompany Disclosure Schedule, neither the Company nor any of the Material its Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involvesby: (i) any agreement or indenture relating to the borrowing of money (other than intra-company borrowings), except for any such agreement or indenture (A) payments with an outstanding principal amount not exceeding $50,000 or (B) entered into subsequent to the date of this Agreement as permitted by Section 6.01; (ii) any agreement for the purchase by the Company and/or or any Material Subsidiary of its Subsidiaries of materials, supplies, goods, services, equipment or other assets requiring annual payments of $100,000 or more that cannot be terminated on not more than 90 days' notice; (iii) any sales, distribution or other similar agreement for the sale by the Company or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets requiring annual payments of $100,000 or more that cannot be terminated on not more than 90 days' notice; (iv) any agreement relating to the licensing of material Intellectual Property by the Company or any of its Subsidiaries to a Third Party or by a Third Party to the Company or any of its Subsidiaries; (v) any lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments in excess of $3 million during the 12 month period ended on the Closing Date50,000 annually; (Bvi) prohibiting any lease or materially limiting agreement under which it is lessor of or restricting the Company permits any Third Party to hold or operate any Material Subsidiary from freely engaging in any business material property, real or competing anywhere in the world Personal, owned or providing for exclusivity in any business line, geographic area or otherwisecontrolled by it; (Cvii) Indebtedness involving liabilities in excess of $5 millionany collective bargaining, union or similar agreement; (Dviii) other than arising in the Ordinary Course of Businessany settlement, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell conciliation or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to outstanding obligations of the Company and/or its Subsidiaries exist amounting to, or in excess of, $25,000; (ix) any Material Subsidiary or any capital maintenance contract or similar agreement pursuant which prohibits it from freely engaging in its business as presently conducted and as presently proposed to which be conducted anywhere in the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractworld; or (Hx) any other agreement material amendmentto the Company, modification its Subsidiaries or supplement their businesses, not entered into in respect the ordinary course of any of the foregoingbusiness consistent with past practices. (iib) All Except as disclosed on Section 4.23(b) of the contractsCompany Disclosure Schedule, agreements, instruments and documents set forth (i) no contract or commitment required to be disclosed on the attached Schedule K (each, a “Material Contract”Section 4.23(a) are valid, binding and enforceable against of the Company or the respective Material Subsidiary, as applicable, andDisclosure Schedule has, to the Knowledge of the Company, each been breached or canceled by the other party thereto and (ii) the Company and each of its Subsidiaries have performed all material obligations required to be performed by them in accordance connection with their respective terms the contracts or commitments required to be disclosed on Section 4.23(a) of the Company Disclosure Schedule and are not in material default under or in material breach of any contract or commitment required to be disclosed on Section 4.23(a) of the Company Disclosure Schedule, and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or material breach of a material term or condition thereunder. Each agreement required to be disclosed on Section 4.23(a) of the Company Disclosure Schedule is legal, valid, binding, enforceable and in full force and effect, except to the extent that such enforceability (except (Ai) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other Laws of general application similar laws affecting or relating to the enforcement of creditors’ ' rights generally, generally and (Bii) as limited by Laws relating is subject to the availability general principles of specific performance, injunctive relief or other equitable remedies or equity (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance regardless of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement whether such enforceability is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result considered in a material default, breach proceeding in equity or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersat law).

Contracts and Commitments. 8.1 No Group Company is a party to: (a) any agreement (whether by way of guarantee indemnity warranty representation or otherwise) under which the Group Company is under any actual or contingent liability in respect of (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to or bound disposal by any executory contract, lease, license Group Company of its assets or business or any part thereof (except such as are usual in the ordinary and proper course of its normal day to day trading as carried on at the date hereof) or (ii) the obligations of any other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Dateperson other than another Group Company; (Bb) prohibiting any contracts which were not entered into in the ordinary course of business and which are of material value to, or materially limiting or restricting impose material obligations on the relevant Group Company; (c) any agreement entered into otherwise than by way of bargain at arm's length; (d) any contract with any director of the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in shareholder of the world or providing for exclusivity in any business line, geographic area or otherwiseCompany; (Ce) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Businessany management, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwiseagreements; (Ef) “most favored nations” provisionsany contract or commitment involving, or likely to involve, obligations or expenditure of an unusual or exceptional nature or magnitude; (Fg) other than arising in contractual arrangements which may be legally terminated as a result of the Ordinary Course execution or completion of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractthis Agreement; or (Hh) powers of attorney or other authorities (express or implied) which are still outstanding or effective to or in favour of any person, other than an existing director or employee of a Group Company, to enter into any contract or commitment or to do anything on its behalf. 8.2 In relation to all material amendmentoutstanding agreements to which any Group Company is a party (the "Business Agreement"): (a) each Business Agreement is valid, modification or supplement binding and legally enforeceable against the parties thereto in respect accordance with its terms; (b) no party to any Business Agreement is in breach of any of the foregoing.terms thereof; (iic) All all approvals, consents and/or confirmations from the appropriate national, provincial, municipal or local governmental or regulatory authorities, bodies or bureau and/or any third parties which are required for or in connection the Business Agreements have been properly, unconditionally and irrevocably obtained, and no further action on the part of either of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, parties to the Knowledge Business Agreements nor any further approval, authorization or consent from any governmental or regulatory authority or from any third party is required for the transaction contemplated under the Business Agreements to be properly and validly implemented; and (d) the Warrantors are not aware of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach ofinvalidity, or in receipt of any written claim grounds for determination, recession, avoidance or repudiation, of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersBusiness Agreement.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements Agreement or as set forth on the Schedule 4.15 attached Schedule Khereto, neither the Company nor any of the Material Subsidiaries is not a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to its current or former directors, officers or employees or any other employee benefit plan, arrangement or practice, whether formal or informal; (ii) collective bargaining agreement or any other contract with any labor union, or severance agreements with executives; (iii) management agreement or contract for the employment of any executive officer, including regional dental directors and regional operations directors, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or (C) otherwise restricting its ability to terminate the employment of any employee at anytime for any lawful reason or for no reason without penalty or liability; (iv) contract or agreement involving any Governmental Agency involving more than $25,000 other than in the Ordinary Course of Business; (v) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company or any letter of credit arrangements; (vi) guarantee, other than endorsements made for collection in the Ordinary Course of Business consistent with past custom and practice; (vii) lease or agreement under which the Company is (A) lessee of or holds or operates any personal property, owned by any other party, except for any lease of personal property under which the aggregate annual rental payments do not exceed $10,000 or (B) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company and/or any Material Subsidiary Company; (viii) contract or group of related contracts with the same party or group of Affiliated parties for the purchase or sale of raw materials, commodities, supplies, products, equipment or other personal property or services under which the undelivered balance since the Audit Date of such products and services has a selling price in excess of $3 million during the 12 month period ended on the Closing Date50,000; (Bix) prohibiting contract relating to the marketing, advertising or materially limiting promotion of its products or restricting services involving more than $25,000; (x) agreement under which it has granted any Person any registration rights (including demand and piggyback registration rights); (xi) agreements relating to the ownership of, investments in or loans and advances to any Person, including investments in joint ventures and minority equity investments; (xii) license, royalty, indemnification or other agreement with respect to any intangible property (including any Intellectual Property), including any agreements that prohibit or limit the ability of the Company to use or disclose any Intellectual Property or to engage in any line of business, or to compete with any Person or to carry on its business or any Material Subsidiary other business anywhere in the world other than in the Ordinary Course of Business; (xiii) broker, agent, sales representative, sales or distribution agreement other than in the Ordinary Course of Business; (xiv) power of attorney or other similar agreement or grant of agency; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world world, including any nondisclosure or providing for exclusivity in any business line, geographic area or otherwise;confidentiality agreements; or (Cxvi) Indebtedness involving liabilities other agreement which involves a consideration in excess of $5 million; (D) 50,000 annually, other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (iib) All The Company has delivered or made available to Sentinel a correct and complete copy (as amended to date) of the contractseach contract, agreementsagreement, instruments and documents instrument set forth on Schedule 4.15 (collectively, the attached Schedule K (each, a “"Material Contracts"). With respect to each Material Contract”: (i) are validsuch Material Contract is legal, binding valid and binding, enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective its terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performanceextent required by Creditors Rights Laws), injunctive relief or other equitable remedies or and in full force and effect; (Cii) as would not such Material Contract will continue to be material legal, valid and binding, enforceable against the Company in accordance with the terms (except to the Company extent required by Creditors Rights Laws), and in full force and effect on identical terms following the Company Subsidiaries, taken as a whole)consummation of the transactions contemplated hereby; provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior (iii) to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior Company's knowledge no party to such Additional Closing. Neither the Company nor any Material Contract is in breach or default of the Material Subsidiaries is in material default under or in material breach ofterms thereof, or in receipt of any written claim of such material default or material breach, under any Material Contract. No and to the Company's knowledge no event has occurred which, which with the passage notice or lapse of time would constitute a breach or the giving of noticedefault, or bothpermit termination, would result modification, or acceleration, under such Material Contract; and (iv) no party to such Material Contract has repudiated any provision thereof. (c) Except as specifically set forth on Schedule 4.15, the Company is not a party to any contract, agreement, instrument or understanding that contains a "change in a material default, breach control," "potential change in control," or event of noncompliancesimilar provision, in each such case, that would be triggered by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchaserstransactions contemplated hereunder.

Contracts and Commitments. (i) Except as expressly contemplated by this AgreementAs of the date hereof, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither Section 4.18 of the Company nor any Disclosure Schedule contains a complete and accurate list of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement all contracts (whether written or oral), plans, undertakings, commitments or agreements (including, without limitation, intercompany contracts) that involves: (A"Company Contracts") payments by of the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant following categories to which the Company or any Material Subsidiary has agreed to contribute capital of its Subsidiaries is a party or surplus to by which any Person or guarantee of them is bound as of the obligations date of any Person under any insurance contract; orthis Agreement: (Ha) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the employment contracts, agreementsincluding, instruments without limitation, contracts to employ executive officers and documents set forth on the attached Schedule K (eachother contracts with officers, a “Material Contract”) are valid, binding and enforceable against the Company directors or the respective Material Subsidiary, as applicable, and, to the Knowledge stockholders of the Company, each other party thereto and all severance, change in accordance control or similar arrangements with their respective terms (except (A) as limited by applicable bankruptcyany officers, insolvency, reorganization, moratorium and other Laws employees or agents of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach any obligation (absolute or event contingent) of noncompliance, in each such case, by the Company or any of its Subsidiaries to make any payment to any officers, employees or agents of the Material Company following the consummation of the transactions contemplated hereby or termination or change of terms and conditions of employment; (b) collective bargaining agreements; (c) Company Contracts for the purchase of inventory which are not cancellable (without material penalty, cost or other liability) within one year and, other than Company Contracts described elsewhere in this Section 4.18, other Company Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $5,000,000 which are not cancellable (without material penalty, cost or other liability) within 90 days; (d) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $1,000,000; (e) Company Contracts containing covenants limiting the freedom of the Company or any of its Subsidiaries under to engage in any such Material Contract. There are no outstandingline of business or compete with any Person or operate at any location, pendingincluding, without limitation, any preferential rights granted to third parties; (f) any Company Contract pending for the acquisition or disposition, directly or indirectly (by merger or otherwise) of material Assets (other than inventory) or capital stock of any Person (including, without limitation, the Company or any of its Subsidiaries); and (g) other than Company Contracts described elsewhere in this Section 4.18 or Company Contracts which may be omitted pursuant to the Knowledge specific size limitations set forth in other provisions of this Section 4.18, Company Contracts between the Company and any of its wholly-owned Subsidiaries, on one hand, and any Subsidiary of the Company which is not wholly-owned, directly or indirectly, by the Company, threatened material disputes with respect to any such Material Contracton the other hand. True, correct and complete True copies of each Material Contract the written Company Contracts identified in Section 4.18 of the Company Disclosure Schedule have been delivered or made available to the PurchasersParent.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any Section 4.10(a) of the Material Subsidiaries Seller Disclosure Letter, no Company Entity is a party to any: (i) CBA; (ii) Contract, agreement or bound indenture relating to any Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any portion of their properties or assets (A) pursuant to which, any Company Entity has incurred or may incur Indebtedness exceeding the Threshold Amount for which any Company Entity will be liable following the Closing, or (B) relating to any Liens on assets of any Company Entity; (iii) guaranty of any Indebtedness or other material guaranty; (iv) Contract, lease or agreement under which it is lessee of, or holds, uses or operates any real or personal property or assets owned by any executory contractother party, leasefor which the annual rental or payment commitment exceeds the Threshold Amount; (v) Contracts or group of related Contracts with any Top Customer or any Top Supplier; (vi) Contracts or agreements relating to the acquisition or disposition (whether by merger, license sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all of the assets of any Person by any Company Entity since January 1, 2022 or the future acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all of the assets of any Person by any Company Entity or, pursuant to which any Company Entity has any continuing “earn out” or other contingent payment obligations or any surviving material indemnification obligations; (vii) joint venture, partnership, limited liability company or similar agreement with any third party (whether written including any agreement providing for joint development or oral) that involves:marketing); (A) payments Contract pursuant to which any Company Entity licenses, or is otherwise permitted by a third party to practice, use or register, or receive any other rights under, any material Intellectual Property Rights (other than “shrink wrap licenses,” “click through” licenses and licenses to off-the-shelf Software on standard commercial terms with fees of less than the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; Threshold Amount per year), (B) prohibiting Contract pursuant to which a third party licenses, or materially limiting is permitted to use or restricting the Company register, or granted any Material Subsidiary from freely engaging in other rights under, any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; Company-Owned IP Rights (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising non-exclusive licenses granted by a Company Entity to customers in the Ordinary Course of Business), or (C) Contract affecting any joint ventureCompany Entity’s ability to use, partnership enforce, or other cooperative arrangement disclose any material Intellectual Property Rights, such as covenant-not-to-sue, coexistence, consent-to-use, concurrent use, or similar arrangement involving a sharing of profits or otherwisesettlement agreements; (Eix) “most favored nations” provisionsdistribution, sales representative, marketing or similar Contract or agreement that required any Company Entity to make commission payments under such agreement in excess of the Threshold Amount during the twelve (12)-month period ended on the Balance Sheet Date; (Fx) Contract or agreement pursuant to which any Company Entity would be required to make, in the aggregate, capital expenditures in excess of the Threshold Amount; (xi) Contract or agreement that (a) materially limits the ability of any Company Entity to compete in any line of business or with any product or with any Person or in any geographic area or market or during any period of time or (b) contains covenants that restrict the business activity of any Company Entity in any material respect (other than arising non-disclosure agreements entered into in the Ordinary Course of Business); (xii) Contract or agreement that contains “most-favored-nation” obligations or restrictions, material third-party administration or other insurance policy administration relating rights of first refusal or offer or any similar requirement or right, in each case binding any Company Entity in favor of any third party; (xiii) Contract or agreement where any Company Entity is subject to the Insurance a requirement of exclusive dealing or any similar exclusivity obligation; (xiv) any interest, currency or hedging derivatives or similar Contracts; (Gxv) a capital maintenance contract, keepwell Contract or similar agreement pursuant to which any Person has agreed to contribute capital that limits the incurrence of Indebtedness or surplus to the Company declaration or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations payment of any Person under dividends or other distributions; (xvi) Contract or agreement that involves payment to or by any insurance contractCompany Entity in excess of the Threshold Amount annually; (xvii) Contract or agreement whose termination (other than those termination by passage of time) would have a Company Material Adverse Effect; (xviii) management agreement or other Contract for the employment or engagement of any Service Provider on a full time, part time, consulting or other basis that: (A) provides for annual compensation (whether cash and/or otherwise) which may exceed $150,000, (B) provides for the payment of any cash or other compensation or benefits upon or in connection with the consummation of the transactions contemplated by this Agreement, (C) provides for the payment of any cash or other compensation or benefits related to a retention, severance, transaction-based or change in control bonus or other similar Contract with any Service Provider or (D) restricts any Company Entity’s ability to terminate the employment or engagement of any Service Provider at any time for any lawful reason or for no reason without penalty or Liability; or (Hxix) any material amendment, modification Contract or supplement in respect agreement that relates to the settlement of any Action (A) with any Governmental Authority since the Look-back Date; (B) that materially restricts or imposes obligations upon any Company Entity; or (C) requires payment by a Company Entity of more than the foregoingThreshold Amount after the date hereof. (iib) All Each Contract described in clauses (i) through (xix) of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, Section 3.11(a) is a “Material Contract”. The Company has provided to Purchaser true and correct copies of all Material Contracts, together with all supplements, amendments, waivers or other changes thereto. (c) are valid, binding and enforceable against the Neither any Company or the respective Material Subsidiary, as applicable, andEntity nor, to the Knowledge of the CompanySeller’s Knowledge, each any other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, violation of or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, that with the passage notice or lapse of time or the giving of notice, or both, both would result in constitute a material defaultbreach of, breach violation of or event of noncompliancedefault under, any Material Contract by any Company Entity, or, to the Seller’s Knowledge, any counterparty. All Material Contracts are valid and in each such casefull force and effect and constitute legal, by the Company or any valid and binding obligations of the Material Subsidiaries under any such Material Contract. There are no outstandingapplicable Company Entity and, pending, or to the Knowledge of Seller’s Knowledge, each counterparty, and are enforceable against the Companyapplicable Company Entity and, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersSeller’s Knowledge, the counterparty thereto in accordance with their respective terms, except as enforceability may be limited by bankruptcy laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Contracts and Commitments. (ia) Except as expressly specifically contemplated by this Agreement, the Prior Purchase Agreements Agreement or as set forth on in Section 4.14(a) of the attached Schedule KDisclosure Schedule, neither the Company nor any of the Material Subsidiaries is not a party to or bound by any executory contractby, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K following Contracts (each, a “Material Contract”): (i) Contract providing for payments (whether fixed, contingent or otherwise) by the Company in an aggregate annual amount of $50,000.00 or more, or to the Company in an aggregate annual amount of $50,000.00 or more; (ii) bonus, commission, pension, profit sharing, retirement or any other form of deferred compensation or incentive plan or agreement or any membership unit purchase, unit option, warrant or similar employee benefit plan or practice; (iii) employment agreement for the employment of any officer, individual employee or other Person, contract or agreement with consultants or independent contractors, severance agreements, or any agreement with a change-of-control provision; (iv) Contract relating to Indebtedness (including guaranty arrangements) or to mortgaging, pledging or otherwise placing a Lien on any of the Company Assets, the Membership Units, or any guaranty of an obligation of a third party; (v) royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangements; (vi) Contract which contains any provisions requiring the Company to indemnify any other party, other than independent sales representative Contracts that are based upon and do not deviate in any material respect from the Standard Form Agreements; (vii) Contract containing Inbound Licenses and/or Outbound Licenses, other than licenses for Open Source Software listed in Section 4.13(l) of the Disclosure Schedule, licenses for Generally Available Commercial Code and Standard Form Agreements; (viii) Contract or group of related Contracts which are not cancellable by the Company without penalty on not less than thirty (30)-days’ notice; (ix) Contract relating to the ownership of or investment in any business or enterprise (including investments in joint ventures and minority equity investments); (x) lead generation, dealer, distributor, reseller, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to sell, license, sublicense, lease, distribute, market or take orders for any Company Product or provide marketing services (including referral partners) for the foregoing, other than independent sales representative Contracts that are based upon and do not deviate in any material respect from the Standard Form Agreements; (xi) Contract limiting the freedom of the Company, or that would limit the freedom of Buyer or any of its Affiliates after the Closing Date, to freely engage in any line of business or with any Person anywhere in the world or during any period of time or otherwise including provisions on joint price-fixing, market or customer sharing, exclusivity or market classification, or preferred pricing provisions, such as a “most favored nation” provision; (xii) Contract with any Governmental Authority, university, college or research center; (xiii) Contract relating to the lease of any real property or the lease of any tangible personal property; (xiv) other than this Agreement and the Pearl Acquisition Agreement, acquisition agreement, whether by merger, share or asset sale or otherwise; (xv) Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any equity securities (including Membership Units) or any options, warrants or other rights to purchase or otherwise acquire any such equity securities (including Membership Units), other securities or options, warrants or other rights for the foregoing; (xvi) Contract with any labor union or any collective bargaining agreement or similar Contract with any labor union or labor organization or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers; (xvii) Contract relating to the settlement or other resolution of any Action or threatened Action (including any agreement under which any employment-related claim is settled); (xviii) Contract to provide or deliver any Company Product, or to support or maintain any Company Product, on, in conjunction with, or interoperating with any third party’s products or services, and each commitment to develop, improve or customize any Company Product; (xix) Contracts with any customer or other Person under which the Company agreed to develop or customize any product or services of the Business, or to provide support for, customize or develop any third-party product, service or platform if such Company obligations have not been fully satisfied and completed as of the Agreement Date; (xx) Contract not executed in the Ordinary Course of Business, not consistent with fair market terms, conditions and prices or with applicable Laws and regulations or otherwise not made on arm’s length terms and conditions; or (xxi) other Contract material to the Company, taken as a whole. (b) Each Contract that is listed or should have been listed in Section 4.14(a) of the Disclosure Schedule (or would have been required to be so listed if entered into after the Agreement Date but prior to Closing) to which the Company is a party or any of its properties or assets (whether tangible or intangible) are validsubject, together with the Standard Form Agreements and licenses for Generally Commercially Available Code (each, a “Company Contract”) is a valid and binding and agreement of the Company, enforceable against the Company or in accordance with its terms, and is in full force and effect with respect to the respective Material Subsidiary, as applicable, Company and, to the Knowledge of the Company, each any other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating subject to the availability General Enforceability Exceptions. Except as set forth in Section 4.14(b) of specific performancethe Disclosure Schedule, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall has not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company violated nor any of the Material Subsidiaries is in violation of, in any material default under respect, any provision of, nor has committed or in failed to perform any act which, with or without notice, lapse of time or both, would constitute a material breach of, or in receipt of any written claim of such material a default or material breachan event of default under the provisions of, under any Material Company Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to To the Knowledge of the Company, threatened material disputes with respect (i) no Person other than the Company that is party to any such Material Company Contract, has violated or is in violation of, in any material respect, any provision of, or has committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a material breach of, a default or an event of default under the provisions of any Company Contract, (ii) there are no facts or circumstances that would reasonably be expected to result in a violation of, in any material respect, any provision of, or the failure to perform any act which, with or without notice, lapse of time or both, would constitute a material breach of, a default or an event of default under the provisions of any Company Contract by the Company or any other Person, and (iii) the Company has not received any written notice of any other party to any Company Contract intending to terminate, fail or refuse to renew, renegotiate or change the scope of rights or obligations or materially modify the terms thereof. TrueTo the Knowledge of the Company, correct none of the Company Contracts are subject to any claims, charges, set offs or defenses. As of the Agreement Date, there are no new Contracts that are being actively negotiated and complete copies that would be required to be listed in Section 4.14(a) of each Material Contract have been made available to the PurchasersDisclosure Schedule.

Contracts and Commitments. (ia) Except as expressly contemplated by this AgreementSchedule 6.12 contains a complete and accurate list of all contracts, the Prior Purchase Agreements or as set forth on the attached Schedule Kagreements, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contractcommitments, lease, license or other agreement instruments and obligations (whether written or oral, contingent or otherwise) that involves: of Rainwire of or concerning the following matters which involve (Ai) payments by the Company and/or any Material Subsidiary or to Rainwire in excess of $3 million during 5,000, (ii) performance by or for Rainwire of services or obligations the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities value of which is in excess of $5 million5,000, or (iii) performance by or for Rainwire of services or obligations for greater than 90 days (the "Rainwire Agreements"): (i) the lease (as lessee or lessor) or license (as licensee or licensor) of any real or personal property (tangible or intangible); (Dii) the employment or engagement of any officer, director, employee, consultant or agent; (iii) any relationship with any Rainwire Shareholder, or any person or entity affiliated with or related to any Rainwire Shareholder or any officer, director, employee, consultant or agent of Rainwire; (iv) any arrangement limiting the freedom of Rainwire to compete in any manner in any line of business; (v) any arrangement that could reasonably be anticipated to have a Rainwire Material Adverse Effect; (vi) any arrangement not in the ordinary course of business; (vii) any power of attorney, whether limited or general, granted by or to Rainwire; (viii) any agreements relating to the making of any loan or advance by Rainwire; (ix) any agreements providing for the indemnification by Rainwire of any Person; (x) any agreements with any Authority except those entered into in the ordinary course of business which are not material to Rainwire; (xi) any broker, distributor, dealer or representative or agency agreements pursuant to which Rainwire made payments in excess of $25,000 during the preceding fiscal year; (xii) any agreements (including settlement agreements) currently in effect pursuant to which Rainwire licenses the right to use any Intellectual Property to any Person or from any Person (other than arising license agreements related to off-the-shelf software products); (xiii) any confidentiality agreements entered into by Rainwire during the period commencing three years prior to the date hereof pursuant to which confidential information has been provided to a third party or by which Rainwire was restricted from providing information to third parties, other than confidentiality agreements entered into in the Ordinary Course normal course of Business, business; (xiv) any voting trust or similar agreements relating to any of the ownership interests in Rainwire to which any of the Rainwire Shareholders or Rainwire is a party; (xv) any joint venture, partnership or other cooperative arrangement similar documents or similar arrangement involving a sharing of profits or otherwise;agreements; and (Exvi) “most favored nations” provisions; (F) other than arising in any agreement that materially limits or purports to materially limit the Ordinary Course ability of BusinessRainwire to own, material third-party administration operate, sell, transfer, pledge or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations otherwise dispose of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoingassets. (iib) All Rainwire has delivered or will deliver to Oasis true and complete copies of all Rainwire Agreements. Except as indicated on Schedule 6.12, the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) Rainwire Agreements are valid, binding valid and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as to the extent limited by applicable equitable principles or bankruptcy, insolvency, reorganization, moratorium and other Laws of general application reorganization or similar laws affecting the enforcement of creditors’ ' rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would and there is not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor under any of the Material Subsidiaries is in material such contracts (i) any existing or claimed default under by Rainwire or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, which with the passage notice or lapse of time or the giving of noticetime, or both, would constitute a default by Rainwire or (ii) to the knowledge of Rainwire, any existing or claimed default by any other party or event which with notice or lapse of time, or both, would constitute a default by any such party. Except as indicated on Schedule 6.12, the continuation validity and enforceability of the Rainwire Agreements will not be affected by the Share Exchange and the Share Exchange will not result in a material defaultbreach of, breach or event default under, or require the consent of noncompliance, in each such case, by the Company or any other party to any of the Material Subsidiaries under any such Material ContractRainwire Agreements. There are Except as set forth on Schedule 6.12, there is no outstandingactual or, pending, or to the Knowledge knowledge of the CompanyRainwire, threatened material disputes termination, cancellation or limitation of any Rainwire Agreements that would have a Rainwire Material Adverse Effect. To the knowledge of Rainwire, there is no pending or threatened bankruptcy, insolvency or similar proceeding with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available other party to the PurchasersRainwire Agreements.

Contracts and Commitments. (i) Except To the Seller’s Knowledge, Schedule 4(k)(i) contains a list as expressly of the date of this Agreement of each Business Contract (the “Business Contracts (Scheduled)”) to which any Subject Entity (other than Cameron Highway Oil Pipeline Company, Poseidon and Southeast ▇▇▇▇▇▇▇▇ Canyon Pipeline Company, L.L.C.) is a party (including currently effective amendments and modifications thereto and an asterisk next to each Business Contract that requires the consent of a counterparty thereto to consummate the transactions contemplated by this Agreement, ) in the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involvesfollowing categories: (A) payments any contract (other than a customary buy/sell arrangement) that provides for the payment by any Subject Entity of more than $10,000,000 over the Company and/or any Material Subsidiary in excess remaining life of $3 million during the 12 month period ended on the Closing Datesuch contract; (B) prohibiting any contract (other than a customary buy/sell arrangement) that has not been fully performed prior to the date of this Agreement that constitutes a purchase order or materially limiting other contract relating to the sale, purchase, lease or restricting the Company provision by any Subject Entity of goods or any Material Subsidiary from freely engaging services in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseexcess of $10,000,000; (C) Indebtedness involving liabilities any contract, including a buy/sell arrangement, that generates net revenues for any Subject Entity in excess of $5 million10,000,000 annually; (D) any contract that grants any Person the exclusive right to sell products or provide services within any geographical region; (E) any contract that purports to limit the freedom of any Subject Entity to compete in any line of business, including any portion of the Business, or to conduct business in any geographic location; (F) any contract that provides for the deferred payment of any purchase price (other than trade payables incurred in the Ordinary Course of Business), including any “earn out” or other contingent fee arrangement, except any such agreement with an aggregate outstanding principal amount not exceeding $10,000,000; (G) any contract that creates an Encumbrance (other than a Permitted Encumbrance) on any of the Business Assets or the Acquired Equity Interests or any contract giving rise to a vendor’s lien in respect of trade payables arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (EH) “most favored nations” provisionsany contract that involves interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging contracts; (FI) any contract (other than arising loans to employees up to an aggregate amount of $10,000,000) under which any Subject Entity has made advances or loans to any other Person other than trade receivables incurred in the Ordinary Course of Business and any intercompany agreements to be repaid and terminated at or prior to the Closing; (J) any contract that involves any outstanding contracts of guaranty, surety or indemnification, direct or indirect, by any Subject Entity; (K) any contract forming a partnership, joint venture or similar arrangement; (L) any operating or similar agreement with a value in excess of $10,000,000; (M) any construction, maintenance or similar agreement with a value in excess of $10,000,000; (N) any contract for the lease of personal property to or from any Person providing for lease payments in excess of $10,000,000 in any 12-month period; (O) any contract not made in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts;; and (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (HP) any material amendment, modification or supplement in respect of any of the foregoingcontract with an Associate as a counterparty. (ii) All of The Seller has delivered (and has caused the contractsapplicable Company, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, Subsidiary and, to the Knowledge extent it has the Legal Right, the applicable Company Joint Venture Entity) to the Buyer a correct and complete copy of each Business Contract (Scheduled) (as amended) set forth on Schedule 4(k)(i). (iii) To the CompanySeller’s Knowledge, except as set forth in Schedule 4(k)(iii), with respect to each other party thereto in accordance with their respective terms (except Business Contract to which any Subject Entity is a party: (A) as limited by applicable such contract is enforceable in all material respects, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other or similar Laws of general application affecting the enforcement of creditors’ rights generally, right generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (B) as limited by Laws relating subject to the availability receipt of specific performancethe consents indicated on Schedule 4(k)(i), injunctive relief or other equitable remedies or such contract will continue to be so enforceable on terms identical to those contemplated in (A) above following the consummation of the Transaction Agreements (except for those that expire at the end of their term, without regard to the Transaction Agreements); and (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior no party to such Additional Closing. Neither contract has repudiated any provision of such contract. (iv) To the Company Seller’s Knowledge, the Subject Entity that is a party thereto is not (and neither the Seller nor any of its Affiliates that are a party thereto, and to the Material Subsidiaries is in material default under or Seller’s Knowledge, no other applicable counter-party thereto is) in material breach of, or in receipt default of any written claim Business Contract to which any Subject Entity is a party or to which the Seller, any of such material default its Affiliates or material breachany other Subject Entity is a counter-party, under any Material Contract. No and no event has occurred whichthat, with the passage notice or lapse of time or the giving of notice, or bothtime, would result in constitute a material default, breach or event of noncompliance, in each default under such case, by the Company or any of the Material Subsidiaries under any such Material Business Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or (x) as set forth on the attached Contracts Schedule Kand (y) for agreements entered into by the Company or its Subsidiaries after the date hereof in accordance with Section 7.01, neither the Company nor its Subsidiaries is party to any: (i) collective bargaining agreement or other agreement with any labor organization; (ii) written pension, employee profit sharing, retirement or other form of deferred compensation plan, other than as described in the Employee Benefits Schedule; (iii) equity purchase, option or similar plan; (iv) contract for the employment of any officer, individual employee or other Person on a full-time or consulting basis providing for base salary compensation in excess of $150,000 per annum; (v) agreement, instrument or indenture relating to the borrowing of money or incurrence or assumption of funded Indebtedness or to mortgaging, pledging or otherwise placing a Lien, except for Permitted Liens, on any portion of the assets of the Company and its Subsidiaries; (vi) guaranty of any Indebtedness or other material guaranty; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $500,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $500,000; (ix) contract for the purchase of products or services which provided for payments by the Company or its Subsidiaries in excess of $1,500,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet; (x) agreements relating to any completed material business acquisition by the Company or its Subsidiaries within the last two years or pursuant to which the Company or its Subsidiaries is subject to continuing obligations; (xi) license or royalty agreement relating to the use of any third party Intellectual Property (other than off the shelf software) for which the royalty payments exceeded $500,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet; (xii) license or royalty agreement relating to the use by a third party of Intellectual Property owned by the Company (other than nonexclusive licenses granted in the ordinary course of business); (xiii) any Affiliate Agreement; (xiv) any contract granting to any Person a right of first refusal or option to purchase or acquire any assets of the Company or any of its Subsidiaries valued at an amount in excess of $250,000; or (xv) contract (other than confidentiality and non-solicitation agreements entered into in the ordinary course) which places any material limitation on the Company or its Subsidiaries from freely engaging in business anywhere in the world. (b) True and correct copies of all written contracts which are listed on the Contracts Schedule have been made available to the Purchaser. (c) As of the date hereof, each contract listed on the Contracts Schedule is valid, binding, enforceable and in full force and effect, and none of the Company, its Subsidiaries, or, to the Company’s Knowledge, any other Person party to such contract is in default in any material respect under any such contract, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. During the past two (2) years, neither the Company nor any of the Material its Subsidiaries is a party to or bound by has received written notice of any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or material default under any Material Subsidiary in excess of $3 million during the 12 month period ended contract listed on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any Contracts Schedule. As of the foregoing. (ii) All of the contractsdate hereof, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither neither the Company nor any of the Material its Subsidiaries is in material default under has received any written notice of non-renewal or in material breach of, or in receipt termination of any written claim contract listed on the Contracts Schedule. As of such material default or material breachthe date hereof, there does not exist under any Material Contract. No event has occurred which, with contract listed on the passage of time or the giving of notice, or both, would result in a Contracts Schedule any material defaultviolation, breach or event of noncompliancedefault, in each such caseor alleged violation, by breach or event of default, or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge applicable Subsidiary of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set Schedule 4.09 sets forth on the attached Schedule K, neither the Company nor any a correct and complete list of the Material Subsidiaries is a party following contracts to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting which the Company or any Material Subsidiary from freely engaging in any business of its Subsidiaries is a party, whether oral or competing anywhere in written, except for the world or providing for exclusivity in any business line, geographic area or otherwise;O&G Leases and the O&G Agreements (the “Company Contracts”): (Ci) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Businesswritten bonus, any joint venturepension, partnership profit sharing, retirement or other cooperative arrangement or similar arrangement involving a sharing form of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course deferred compensation plan with respect to employees of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract of its Subsidiaries; (ii) stock purchase, stock option or similar plan with respect to employees of the Company and any of its Subsidiaries; (iii) any “standstill” or similar agreement, voting agreement or registration rights agreement; (iv) any contract pursuant to which the Company or any Material Subsidiary has agreed of its Subsidiaries agrees to contribute capital indemnify or surplus to hold harmless any Person director or guarantee the obligations executive officer of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or any of its Subsidiaries (other than the respective Material Subsidiaryorganizational documents for the Company or any of its Subsidiaries); (v) contract for the employment of any officer, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief individual employee or other equitable remedies person on a full time or consulting basis providing for fixed compensation in excess of $100,000 per annum; (Cvi) as would not be material contract which creates a partnership or joint venture or similar arrangement with respect to any business of the Company and the Company Subsidiaries, its Subsidiaries taken as a whole); provided; (vii) contract that would reasonably be expected to prevent, thatmaterially delay or materially impede the Company’s ability to consummate the transactions contemplated by this Agreement; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on any portion of the assets of the Company or any of its Subsidiaries; (ix) guaranty of any obligation for borrowed money or other guaranty; (x) lease or agreement other than O&G Leases, under which it is lessee of, or holds or operates any personal property owned by any other party, for which the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed annual rental exceeds $150,000; (xi) lease or satisfied as agreement under which it is lessor of or prior permits any third party to hold or operate any property, real or personal, for which the Initial Closing, or, if this Agreement is being executed and delivered annual rental exceeds $150,000; (xii) all agreements with respect to an Additional Closingany hedging, as swap, forward, future or derivative transaction or option or similar agreements involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or prior pricing risk or value or any similar transaction or any combination of these transactions; (xiii) contract or group of related contracts with the same party for the purchase of products or services which provide for annual payments in excess of $500,000 during the trailing twelve month period ending on the date of the First Fiscal Quarter 2007 Financial Statements; (xiv) contract or group of related contracts with a supplier or purchaser that provides annual revenues (based on the trailing twelve month period ending on the date of the First Fiscal Quarter 2007 Financial Statements) to such Additional Closing. Neither the Company nor or one of its Subsidiaries in excess of $500,000; (xv) material license or royalty agreement relating to the use by the Company or one of its Subsidiaries of any third party intellectual property (other than licenses for commercially available off the shelf software); (xvi) any broker, distributor, dealer, representative or agency agreements; (xvii) any take or pay or requirements contracts or agreements or any other contracts or agreements requiring the Company or any of its Subsidiaries to pay regardless of whether products or services are received or to deliver production following the Material Subsidiaries is in material default under Effective Time for which it has been previously paid; (xviii) contracts or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time purchase orders for capital expenditures or the giving acquisition or construction of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, fixed assets requiring the payment by the Company or any of its Subsidiaries of an amount in excess of $500,000; and (xix) contract (other than this Agreement) for the Material sale of any of the Company or its Subsidiaries’ assets after the date hereof in excess of $500,000. (b) Buyer either has been supplied with, or has been given access to, a true and correct copy of all written contracts which are referred to on Schedule 4.09, together with all material amendments, waivers or other changes thereto. (c) To the Sellers’ knowledge, none of the Sellers, the Company or any of its Subsidiaries is in default under any contract listed on the Schedule 4.09. No party has made any claim or demand under any such Material Contractcontract for performance by the Company or for compensation for any alleged failure to perform. There are no outstandingAll contracts set forth on Schedule 4.09 are, pending, or to the Knowledge Sellers’ knowledge, valid and in full force and effect and constitute legal, valid and binding obligations of the CompanyCompany or its Subsidiaries, threatened material disputes as applicable, and are enforceable against the Company or its Subsidiaries, as applicable in accordance with respect to any such Material Contract. Truetheir respective terms, correct except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and complete copies general principles of each Material Contract have been made available to equity affecting the Purchasersavailability of specific performance and other equitable remedies.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, set forth in Section 3.20 of the Prior Purchase Agreements PharMerica Disclosure Statement or as set forth on the attached Schedule Kas an exhibit in a PharMerica SEC Report filed since December 31, 1997, neither the Company PharMerica nor any of the Material its Subsidiaries is a party to or bound by any executory existing contract, lease, license obligation or other agreement (whether written or oral) that involvescommitment of any type in any of the following categories: 3.20.1 contracts for the purchase by PharMerica or any of its Subsidiaries of medicines, materials, supplies or equipment which are not cancelable upon 90 days' or less notice and which either (Ai) payments by have not been entered into in the Company and/or any Material Subsidiary ordinary course of business and consistent with past practice or (ii) provide for purchase prices substantially greater than those presently prevailing for such materials, supplies or equipment, or (iii) contracts obligating PharMerica or its Subsidiaries to make capital expenditures in excess of $3 million during the 12 month period ended on the Closing Date200,000; (B) prohibiting or materially limiting or restricting the Company 3.20.2 contracts under which PharMerica or any Material Subsidiary of its Subsidiaries has, except by way of endorsement of negotiable instruments for collection in the ordinary course of business and consistent with past practice, become absolutely or contingently or otherwise liable for (i) the performance of any other person, firm or corporation under a contract, or (ii) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation; 3.20.3 powers of attorney outstanding from freely engaging PharMerica or any of its Subsidiaries other than as issued in the ordinary course of business and consistent with past practice with respect to customs, insurance, patent, trademark or tax matters, or to agents for service of process; 3.20.4 contracts under which any amount payable by PharMerica or any of its Subsidiaries is dependent upon, or calculated in accordance with, the revenues or earnings (or any component thereof of PharMerica or any of its Subsidiaries; 3.20.5 contracts with any director, officer, employee or affiliate of PharMerica or any of its Subsidiaries other than in such person's capacity as a director, officer or employee of PharMerica or any of its Subsidiaries; 3.20.6 contracts which limit or restrict where PharMerica or any of its Subsidiaries may conduct its business or competing anywhere the type or line of business in which PharMerica or any of its Subsidiaries may engage; 3.20.7 contracts with any party for the loan of money or availability of credit to or from PharMerica or any of its Subsidiaries (except credit extended by PharMerica or any of its Subsidiaries to its customers in the world or providing for exclusivity in any ordinary course of business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractand consistent with past practice); or (H) 3.20.8 any material amendmenthedging, modification option, derivative or supplement other similar transaction. True and complete copies of all contracts, obligations and commitments listed in respect of any Section 3.20 of the foregoing. (ii) All PharMerica Disclosure Statement have been delivered or made available to Bergen. None of PharMerica or its Subsidiaries or, to the knowledge of PharMerica, any other party is in breach of or default under any of the contracts, agreements, instruments obligations and documents set forth on commitments listed in Section 3.20 of the attached Schedule K PharMerica Disclosure Statement or under any other PharMerica Contracts (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge knowledge of PharMerica, no facts or circumstances exist which could reasonably support the Companyassertion of any such breach or default) except for breaches and defaults which would not, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under singly or in material breach ofthe aggregate with all other such breaches, or in receipt of any written claim of such material default or material breach, under any have a PharMerica Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersAdverse Effect.

Contracts and Commitments. Schedule 4.13 hereto sets forth a complete and accurate list of: (a) Each Contract (other than open purchase orders) that involves the performance of services or the delivery of goods or materials by Eldorado and/or any Subsidiary of an amount or value in excess of $175,000; (b) Each Contract (other than open sales orders) that involves the performance of services for or the delivery of goods or materials to Eldorado and/or any Subsidiary of amount or value in excess of $175,000; (c) Each Contract that was not entered into in the ordinary course of business that involves expenditures or receipts in excess of $175,000; (d) Each license or other Contract with respect to the Eldorado Intellectual Property Rights other than with respect to commercially available software; (e) Each Contract for capital expenditures in excess of $175,000; (f) Each Contract or commitment relating to the borrowing of money or a line of credit or pursuant to which Eldorado and/or any Subsidiary has guaranteed any Indebtedness or obligation of any Person; (g) Each Contract with respect to environmental remediation at any facility or property now or formerly owned by Eldorado and/or any Subsidiary; (h) Each representative, distribution, marketing or sales agency Contract or commitment; (i) Except as expressly contemplated Each Contract containing covenants limiting the freedom of Eldorado and/or any Subsidiary to engage in any line of business or to compete with any Person or covenants of another Person not to compete with Eldorado or any Subsidiary; (j) Each sole source supply Contract for the purchase of any material raw material, component or product that is otherwise not generally available and that is used in the manufacture of any product of the Business; (k) Each guaranty and indemnity by Eldorado and/or any Subsidiary to any Person in connection with the supply of components or raw materials to the Business; and (l) All other Contracts not otherwise described in this AgreementSection 4.13, the Prior Purchase Agreements absence, or as set forth on existence, of which is reasonably likely to have a Material Adverse Effect; (m) All Contracts with respect to the attached Schedule Kacquisition of any other entity, neither business, line of business or material amount of assets; (n) All Contracts (including, but not limited to, employment, severance, change of control or consulting) with executive officers of Eldorado or any of the Company Subsidiaries and each commission, agency and representative Contract (other than unwritten employment arrangements terminable at will without payment of any contractual severance or other amount); (o) Each Contract with respect to the sharing of profits, revenues, losses, costs or liabilities of any Person or entity other than one or more of the Eldorado Entities; (p) Neither Eldorado nor any of the Material Subsidiaries is a party to is, or bound by any executory contracthas received written notice that it is, lease, license in violation or other agreement (whether written breach of or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person default under any insurance contract; or such Contract (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company with notice or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage lapse of time or the giving of notice, or both, would result in a material default, be violation or breach of or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries default under any such Material Contract). There are no outstanding, pending, or to Each of Eldorado and each Subsidiary has complied with the Knowledge provisions of the Company, threatened above Contracts in all material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersrespects.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, Section 3.17 of the Prior Purchase Agreements or as set forth on Disclosure Schedule lists the attached Schedule K, neither following agreements to which the Company nor or any of the Material its Subsidiaries is a party to or bound by which any executory contract, lease, license or other agreement (whether written or oral) that involvesof their assets are bound: (Aa) payments by the Company and/or any Material Subsidiary in excess indenture, mortgage, note, bond or other evidence of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting Indebtedness, any loan, security, credit, factoring or materially limiting or restricting similar agreement under which the Company or any Material Subsidiary from freely engaging in of its Subsidiaries has borrowed or may borrow money or issued any business note, bond, indenture or competing anywhere other evidence of Indebtedness for more than $50,000 individually or $100,000 in the world aggregate or providing for exclusivity in under which the Company or any business lineof its Subsidiaries has imposed (or may impose) a Lien on any of its respective assets, geographic area tangible or otherwiseintangible; (Cb) Indebtedness involving liabilities in excess any confidentiality, non-solicitation or non-competition agreement or any agreement which restricts, limits or prohibits the Company or any of $5 millionits Subsidiaries from entering into any new, or expanding any existing, line of business or any agreement which contains geographic or other limitations, prohibitions or restrictions on the Company's or any of its Subsidiaries' ability to conduct business activities; (Dc) other than arising any agreement under which the Company or any of its Subsidiaries could have Liabilities after the Closing with any current or former directors, officers, and employees in the nature of an employment agreement, a consulting agreement or a severance agreement; (d) any collective bargaining agreement with any labor union; (e) any agreement under which the Company or any of its Subsidiaries could have Liabilities in the future relating to the acquisition or disposition of material assets or properties by way of merger, consolidation, purchase, sale or otherwise, or granting to any Person a right at such Person's option to purchase or acquire any material asset or property, of the Company or any of its Subsidiaries or any interest therein (not including dispositions of inventory in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise); (Ef) “most favored nations” provisionsany agreement for the construction, acquisition or modification of any land, building, structure, improvement, fixture or other fixed asset, or for the incurrence of any other capital expenditure involving amounts in excess of $100,000 in the aggregate; (Fg) any agreement with the Company or any of its Subsidiaries, on the one hand, and any officer, director, employee or Affiliate of the Company or any of its Subsidiaries, on the other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contractshand; (Gh) a capital maintenance contractany settlement, keepwell conciliation or similar agreement; and (i) any agreement not otherwise required to be disclosed pursuant to which any Person has agreed to contribute capital this Section 3.17 the consequences of a default or surplus termination thereunder would result in material Liabilities to the Company or any of its Subsidiaries or otherwise reasonably be expected to have a Material Subsidiary or any capital maintenance contract or similar Adverse Effect. The Company has made available to the Purchasers Representative a correct and complete copy of each written agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement listed in respect of any Section 3.17 of the foregoing. (ii) All Disclosure Schedule and a written summary setting forth the terms and conditions of each oral agreement listed in Section 3.17 of the contracts, agreements, instruments and documents Disclosure Schedule. Except as set forth on in Section 3.17 of the attached Schedule K (eachDisclosure Schedule, a “Material Contract”) all such agreements are valid, binding and enforceable against obligations of the Company or the respective Material Subsidiaryits Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (terms, and except (A) as limited specifically contemplated by applicable bankruptcythis Agreement, insolvency, reorganization, moratorium will remain in full force and other Laws of general application affecting effect as to all parties thereof following the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material its Subsidiaries is in material default under in the observance or in material breach of, or in receipt the performance of any written claim of such material default term or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, obligation to be performed by the Company or any of the Material Subsidiaries it under any such Material Contract. There are no outstandingagreement, pending, or and to the Knowledge of the Company, threatened no other Person is in default in the observance or the performance of any material disputes with respect term or obligation to be performed by such Person under any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersagreement.

Contracts and Commitments. (i) Except as disclosed in the VitalStream Securities and Exchange Commission Reports, as expressly contemplated by this Agreement, the Prior Purchase Agreements Agreement or as set forth on the in Schedule 4(l) attached Schedule Khereto, neither the Company VitalStream nor any of the Material Subsidiaries VitalStream Subsidiary is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Dateother employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (B) prohibiting contract for the employment of any officer, individual employee or materially limiting other Person on a full-time, part-time, consulting or restricting other basis providing annual compensation in excess of $75,000 or contract relating to loans to officers, directors or Affiliates (unless terminable at will without severance obligations); (C) contract or agreement with any Governmental Entity entered into outside the Company Ordinary Course of Business; (D) contract under which VitalStream or any Material VitalStream Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $10,000; (E) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any assets of VitalStream or any VitalStream Subsidiary; (F) Guarantee of any Liability of any Person; (G) settlement, conciliation or similar agreement under which such party has any future obligations or Liability; (H) lease or agreement under which VitalStream or any VitalStream Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $25,000; (I) lease or agreement under which VitalStream or any VitalStream Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by VitalStream or any VitalStream Subsidiary; (J) contract or group of related contracts with the same party or group of Affiliated parties the performance of which involves the payment by VitalStream or any VitalStream Subsidiary of consideration in excess of $25,000; annually; (K) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights) entered into outside the Ordinary Course of Business; (L) warranty agreement with respect to its services rendered or its products sold or leased; (M) agreement under which it has granted any Person any registration rights (including demand and piggyback registration rights, any rights of first refusal or vetoes on the sale of the Acquired Assets); (N) agreement relating to any Investment; (O) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise;world; or (CP) Indebtedness involving liabilities any other agreement which is material to the operation of its Hosting Business or business prospects or involves a consideration in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract25,000; or (H) any material amendment, modification or supplement in respect of any of the foregoingannually. (ii) All of the contracts, agreements, agreements and instruments and documents set forth on in Schedule 4(l) attached hereto (the attached Schedule K (each, a “"VitalStream Material Contract”Contracts") are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (terms, except (A) as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium and or other similar Laws of general application affecting the enforcement of creditors’ ' rights generally, and (Bii) applicable equitable principles (whether considered in a proceeding at law or in equity). Except as limited set forth on Schedule 4(l)(ii) attached hereto, VitalStream and each VitalStream Subsidiary has performed all material obligations required to be performed by Laws relating to it under the availability of specific performance, injunctive relief or other equitable remedies or (C) as would VitalStream Material Contracts and is not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or of nor in receipt of any written claim of such material default or material breach, breach under any VitalStream Material Contract. No Contracts; no event has occurred which, which with the passage of time or the giving of notice, notice or both, both would result in a material default, breach or event of noncompliance, in each such case, noncompliance by the Company VitalStream or any of the Material VitalStream Subsidiaries under any of the VitalStream Material Contracts; neither VitalStream nor any of the VitalStream Subsidiaries has any present expectation or intention of not fully performing all such obligations; VitalStream does not have any Knowledge of any breach or anticipated breach of any material obligation to be performed by the other parties to any of the VitalStream Material Contract. There are no outstanding, pending, or Contracts. (iii) Other than VitalStream Material Contracts included as exhibits to the Knowledge VitalStream Securities and Exchange Commission Reports, Hosting has been supplied with a true and correct copy of each of the Companywritten VitalStream Material Contracts, threatened material disputes together with respect to any such Material Contract. Trueall amendments, correct waivers or other changes thereto, and complete copies an accurate description of each of the oral VitalStream Material Contract have been made available to the PurchasersContracts.

Contracts and Commitments. (a) As of the date of this Agreement, other than as set forth in Section 3.13(a) of the Company Disclosure Letter, neither the Company, any of its Subsidiaries nor any of their respective assets or properties is a party to or bound by any: (i) Except “material contract” (as expressly contemplated such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company or any of its Subsidiaries that was required to be, but has not been, filed with the SEC with the Company’s Annual Report on Form 10-K for the year ended December 30, 2018, or any Company SEC Documents filed after the date of filing of such Form 10-K until one (1) Business Day prior to date of this Agreement; (ii) Contract (A) relating to the disposition or acquisition by the Company or any of its Subsidiaries of a material amount of assets (1) after the date of this Agreement, other than the Prior Purchase Agreements sale of inventory in the ordinary course of business consistent with past practice, or (2) prior to the date of this Agreement, that contains any ongoing obligations (including sale of inventory, indemnification, “earn-out” or other contingent obligations or payments) that are still in effect that would reasonably be expected to be in excess of $2,500,000 or (B) pursuant to which the Company or any of its Subsidiaries will acquire any ownership interest in any other person or other business enterprise other than the Company’s Subsidiaries; (iii) Contract providing for the employment, engagement, retention or termination of any Person on a full-time, part-time, material independent contractor, temporary or other basis or otherwise providing compensation or other benefits to any officer, director, employee or material independent contractor, other than Contracts terminable by the Company for any reason upon less than thirty (30) days’ notice without incurring any liability (other than any Company Plan); (iv) collective bargaining agreement or other Contract with any labor union, labor or trade organization, works council or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions); (v) Contract establishing any research and development collaboration, joint venture, partnership, alliance, or similar arrangement, or that imposes any co-promotion obligations with respect to any product or product candidate of the Company or any of its Subsidiaries (it being understood that the foregoing excludes any service or product development Contracts with health care providers entered into in the ordinary course of business consistent with past practice); (vi) Contract described in sub-clause (xv) or (xvi) of this Section 3.13(a) (A) prohibiting, restricting or limiting, or that purports to prohibit, restrict or limit, the right of the Company or any of its Subsidiaries to compete or to engage in any line or type of business or to conduct business with any Person or in any geographical area, (B) obligating the Company or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party, to purchase a specified minimum amount of goods or services, sell any product or service exclusively to a single party or conduct any business on an exclusive basis with any third Person or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of the Company or any of its Subsidiaries on an exclusive basis to any Person or group of Persons or in any geographical area; (vii) Contracts in respect of Indebtedness of $2,500,000 or more, other than (A) accounts receivables and payables and (B) loans to direct or indirect wholly owned Subsidiaries or other loans between or among the Company and its direct or indirect wholly owned Subsidiaries or between or among the Company’s Subsidiaries and Affiliates, in each case in the ordinary course of business consistent with past practice; (viii) Contract (other than any Company Plan) between the Company, on the one hand, and any Affiliate of the Company (other than a Subsidiary of the Company), on the other hand; (ix) Contract relating to the voting or registration of any securities; (x) Contract containing a right of first refusal, right of first negotiation, right of first offer, put, call, redemption, repurchase or similar right with respect to any equity interests, properties or assets that have a fair market value or purchase price of more than $2,500,000 in favor of a party other than the Company or its Subsidiaries; (xi) Contract under which the Company or any of its Subsidiaries is expected to make annual expenditures or receive annual revenues in excess of $3,000,000 during the current or a subsequent fiscal year; (xii) Settlement agreements, or agreements entered into in connection with settlement agreements, corporate integrity agreements, consent decrees, deferred prosecution agreements, or other similar types of agreements with Governmental Bodies that have existing or contingent performance obligations; (xiii) Contracts of the Company or any of its Subsidiaries relating to the settlement of any litigation proceeding that provide for any continuing material obligations on the part of the Company or any of its Subsidiaries; (xiv) Contracts of the Company or any of its Subsidiaries that prohibit, limit or restrict the payment of dividends or distributions in respect of the share capital of the Company or any of its Subsidiaries or otherwise prohibit, limit or restrict the pledging of share capital of the Company or any of its Subsidiaries or prohibit, limit or restrict the issuance of guarantees by the Company or any of its Subsidiaries, other than the Company Equity Plans or any Contracts evidencing awards granted under the Company Equity Plans; (xv) Contracts with third-party manufacturers or suppliers for the manufacture or supply of materials or products in the supply chain for Products that involve payments in excess of $2,000,000 during the current fiscal year or that involve payments that are reasonably expected to be in excess of $2,000,000 in a subsequent fiscal year; (xvi) an agency, sales, marketing, commission, distribution, international or domestic sales representative or similar Contract involving payments in excess of $3,000,000 during the current fiscal year or are reasonably expected to in a subsequent fiscal year; (xvii) Contract that creates or would create a Lien (other than a Permitted Lien) on any material asset or property of the Company or any of its Subsidiaries; (xviii) IP Contracts; (xix) Hedging, derivative or similar Contract (including interest rate, currency or commodity swap agreements, cap agreements, collar agreements and any similar Contract designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices); (xx) Contract which provides for a loan or advance of any amount to any employee of the Company or any temporary agency employee, consultant or other independent contractor of the Company or any of its Subsidiaries, in each case, in excess of $100,000 individually, other than the ordinary course of business; (xxi) Contract described in sub-clauses (i) through (xx) with any Governmental Body, except for commercial tenders made outside of the United States in the ordinary course of business; or (xxii) Contract to enter into any of the foregoing. Each such Contract described in sub-clauses Section 3.13(a)(i) through Section 3.13(a)(xxii) above of this Section 3.13(a) or excluded therefrom due to the exception of being filed as an exhibit to the Company SEC Documents, together with each Lease, is referred to herein as a “Company Material Contract.” (b) Except as set forth on in Section 3.13(b) of the attached Schedule KCompany Disclosure Letter, true, correct and complete copies of all written Company Material Contracts, together with all material amendments, waivers or other changes thereto have been made available to Parent, and a true, correct and complete written summary setting forth the terms and conditions of each oral Company Material Contract has been made available to Parent. (c) Except as would not be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of the Material its Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by is in violation or breach of or default (with or without notice or lapse of time or both) under the terms of any Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; Contract or (B) prohibiting has waived, failed to enforce or materially limiting assigned any rights or restricting benefits under any Company Material Contract. Each Company Material Contract is in full force and effect and is a legal, valid and binding agreement of, and enforceable against, the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicableits Subsidiaries, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms thereto. As of the date of this Agreement, no party to any Company Material Contract has given any written notice of termination or cancellation of any Company Material Contract or that it intends to seek to terminate or cancel any Company Material Contract (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken whether as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any result of the Material Subsidiaries is in material default under Transactions or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersotherwise).

Contracts and Commitments. (a) As of the date hereof, Visor is not party to nor bound by any: (i) Except “material contract” (as expressly contemplated by this Agreement, such term is defined in Item 601(b)(10) of Regulation S-K of the Prior Purchase Agreements SEC) with respect to Visor or as set forth on the attached Schedule K, neither the Company nor any of its Subsidiaries that was required to be, but has not been, filed with the Material Subsidiaries is a party to SEC with Visor’s Annual Report on Form 10-K for the year ended March 31, 2014, or bound by any executory contract, lease, license or other agreement Visor SEC Documents filed after the date of filing of such Form 10-K until the date hereof; (whether written or oralii) that involves: Contract (A) payments relating to the disposition or acquisition by Visor or any of its Subsidiaries of a material amount of assets (1) after the Company and/or date of this Agreement other than in the ordinary course of business consistent with past practice or (2) prior to the date hereof, which contains any Material Subsidiary material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are reasonably likely, under any of them, to result in claims in excess of $3 million during the 12 month period ended on the Closing Date100,000 or (B) pursuant to which Visor or any of its Subsidiaries will acquire any material ownership interest in any other person or other business enterprise other than Visor’s Subsidiaries; (Biii) collective bargaining agreement or Contract with any labor union, trade organization or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions); (iv) Contract establishing any joint ventures, partnerships or similar arrangements; (v) Contract (A) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging right of Visor to compete in any line of business or competing anywhere to conduct business with any Person or in any geographical area, (B) obligating Visor to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of Visor on an exclusive basis to any Person or group of Persons or in any geographical area but excluding any distribution, sales representative, sales agent or similar agreement under which Visor has granted a Person an exclusive geographical area or under which Visor paid commissions less than $100,000 to such Person in the world fiscal year ended March 31, 2014, or providing for exclusivity from whom Visor received less than $100,000 from the sale of product to said Person in any business linethe fiscal year ended March 31, geographic area or otherwise2014; (Cvi) Indebtedness involving liabilities Contract pursuant to which Visor or any of its Subsidiaries (i) licenses any material Intellectual Property from another Person that is used by Visor or one of its Subsidiaries in the conduct of its business as currently conducted that could require payment by Visor or any Subsidiary of royalties or license fees exceeding $100,000 in any twelve (12) month period or (ii) licenses Visor Intellectual Property to another Person, except licenses provided to direct customers in the ordinary course of business; (vii) mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit of $100,000 or more, other than (A) accounts receivables and payables and (B) loans to direct or indirect wholly-owned subsidiaries, in each case in the ordinary course of business consistent with past practice; (viii) Contract providing for any guaranty by Visor or any of its Subsidiaries of third-party obligations (under which Visor or any of its Subsidiaries has continuing obligations as of the date hereof) of $100,000 or more, other than any guaranty by Visor or any of its Subsidiaries’ obligations; (ix) Contract between Visor, on the one hand, and any Affiliate of Visor (other than a Subsidiary of Visor), on the other hand; (x) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Visor or its Subsidiaries; (xi) Contract under which Visor and Visor’s Subsidiaries are expected to make annual expenditures or receive annual revenues in excess of $5 million; (D) other than arising in 100,000 during the Ordinary Course of Business, any joint venture, partnership current or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractsubsequent fiscal year; or (Hxii) any material amendment, modification or supplement in respect of Contract to enter into any of the foregoing. (iib) All Union has been given access to a true and correct copy of all written Visor Material Contracts, together with all material amendments, waivers or other changes thereto, and a correct and complete written summary setting forth the terms and conditions of each oral Visor Material Contract. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Visor Material Adverse Effect, (i) Visor is not in default under any Contract listed, or required to be listed, in Section 4.12(a) of the contracts, agreements, instruments and documents set forth on the attached Schedule K Visor Disclosure Letter (each, a “Visor Material Contract” and, collectively, the “Visor Material Contracts”), and, (ii) are to Visor’s Knowledge, as of the date hereof, the other party to each of the Visor Material Contracts is not in default thereunder. Each Visor Material Contract is legal and in full force and effect and is valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, Visor and, to the Knowledge of the CompanyVisor’s Knowledge, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closingthereto. Neither the Company nor any As of the date hereof, no party to any Visor Material Subsidiaries is in material default under or in material breach of, or in receipt of Contract has given any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or bothto Visor’s Knowledge, would any notice (whether or not written) of termination or cancellation of any Visor Material Contract or that it intends to seek to terminate or cancel any Visor Material Contract (whether as a result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, transactions contemplated hereby or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersotherwise).

Contracts and Commitments. (a) Parent has made available to the Company true and correct copies of all of the following Contracts of Parent, including any amendments or waivers pertaining thereto, which are currently in effect as of the date hereof ( the “Material Contracts”): (i) Except as expressly contemplated Contracts (other than purchase orders entered into in the ordinary course of business) which involve commitments to make capital expenditures or which provide for the purchase of goods or services by this AgreementParent from any one Person under which the undelivered balance of such products or services has a purchase price in excess of Ten Thousand Dollars ($10,000); (ii) Contracts (other than purchase orders entered into in the ordinary course of business) which provide for the sale of products or services by Parent and under which the undelivered balance of such products or services has a sale price in excess of Ten Thousand Dollars ($10,000); (iii) Contracts relating to the borrowing of money by Parent, to the Prior Purchase Agreements or as set forth granting by Parent of a Lien on the attached Schedule K, neither the Company nor any of the Material Subsidiaries its assets, or any guaranty by Parent of any obligation or liability in any case involving a liability in excess of Ten Thousand Dollars ($10,000); (iv) Contracts pursuant to which Parent is a party to lessor or bound a lessee of any property, personal or real, or holds or operates any tangible personal property owned by another Person, except for any executory contract, leaseleases of personal property; (v) Contracts for the use, license or sublicense of any Proprietary Rights owned or licensed by Parent or otherwise used in Parent’s business (other agreement (whether written than any license of mass-marketed or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Dateotherwise generally available software); (Bvi) prohibiting any power of attorney (whether revocable or materially limiting or restricting the Company or irrevocable) given to any Material Subsidiary from freely engaging Person by Parent; (vii) Contracts by Parent not to compete in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic geographical area or otherwisewith respect to which Parent is the beneficiary of any non-compete provision; (Cviii) Indebtedness involving liabilities Contracts restricting the right of Parent to use or disclose any information in excess its possession or with respect to which Parent is the beneficiary of $5 millionany confidentiality, nondisclosure or non-use provision; (Dix) other than arising in the Ordinary Course of Businessany partnership, any joint venture, partnership venture or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwisearrangements; (Ex) “most favored nations” provisions;any employment agreements, severance agreements, bonus agreements and non-competition agreements with employees of Parent; and (Fxi) other than arising in the Ordinary Course of Businessany Contract with any officer, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contractdirector, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company shareholder or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoingtheir respective Affiliates. (b) With respect to the Material Contracts of Parent: (i) Parent has not materially breached or cancelled any Material Contract; (ii) All to Parent’s Knowledge, none of Parent’s Material Contracts have been breached in any respect or canceled by the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms which has not been duly cured or reinstated; (except (Aiii) as limited by applicable bankruptcyto Parent’s Knowledge, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would Parent is not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No ; (iv) to Parent’s Knowledge, no event has occurred which, which with the passage of time or the giving of notice, notice or both, both would result in a material default, breach or event default under any Contract or create in any Person the right to accelerate, suspend, terminate, modify, cancel or exercise any other material right under Parent Material Contract; (v) no Person has given notice to Parent of noncompliancerepudiation of any provision of any Material Contract; and (vi) Parent has not received any notice of any, and to Parent’s Knowledge there is no, impending change of any business relationship with any Person with whom Parent has a material business relationship. To Parent’s Knowledge, each Parent Material Contract is valid, binding and in full force and effect and enforceable in accordance with its terms. (c) Each of Parent’s Material Contracts has been entered into without the commission of any act by or on behalf of Parent, alone or in concert with any other Person, or any consideration having been paid or promised, that, in each such either case, by the Company is or would be in violation of any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersLaw.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on Section 5.12 of the attached Schedule KDisclosure Schedule, neither the Company ILG nor any Subsidiary of the Material Subsidiaries ILG is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involvesof the following agreements currently in effect: (Aa) payments by any agreement (i) under which any of ILG or its Subsidiaries has created, incurred, assumed or guaranteed Indebtedness or imposing an Encumbrance or any of the Company and/or assets or properties of ILG or its Subsidiaries other than a Permitted Encumbrance, in each case, other than the entry into agreements in connection with the Debt Financing, or (ii) whereby any Material Subsidiary of ILG or its Subsidiaries has an obligation to make an investment in excess of $3 million during the 12 month period ended on the Closing Dateor loan to any Person; (Bb) prohibiting or materially limiting or restricting the Company any agreement entered into by ILG or any Material of its Subsidiaries involving the merger with, acquisition of, or purchase of any business, stock, equity, property or assets of any Person, in each case other than any intercompany agreements involving the contribution of stock or equity of a Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseto ILG; (Cc) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed of ILG or its Subsidiaries leases any (i) ILG Leased Real Property requiring the payment of more than $150,000 per year, or (ii) personal property requiring the payment of more than $10,000 per year. (d) any agreement that requires any of ILG or its Subsidiaries to contribute capital purchase all of its requirements for any goods or surplus services exclusively from one or more parties; (e) any license of Intellectual Property by or to the Company ILG or any Material Subsidiary or of its Subsidiaries, except for licenses implied by the sale of goods, shrink-wrap, click-wrap software licenses, end-user licenses and licenses to software generally commercially available (in each case, with a value of less than $15,000) and any capital maintenance contract or similar other agreement pursuant to which the Company ILG or any Material Subsidiary has agreed of its Subsidiaries’ ability to contribute capital use, disclose, license or surplus enforce any Intellectual Property is affected other than use or disclosure that is limited by confidentiality or non-disclosure agreements entered into in the ordinary course of business (including in connection with acquisition opportunities) related to Intellectual Property that is neither owned nor licensed by ILG or its Subsidiaries; (f) any agreement under which ILG or any of its Subsidiaries is obligated to pay royalties, commissions or similar payments to any Person or guarantee (other than commissions paid to employees in the obligations ordinary course of any Person under any insurance contract; orbusiness); (Hg) any material amendmentstock purchase plan, modification stock option plan, phantom plan or supplement in respect of similar plan; (h) any of the foregoing. agreement (i) containing a “most favored customer” or similar provision or (ii) All involving the settlement, release, compromise or waiver of any material rights, claims, obligations, duties or liabilities in connection with any Litigation involving ILG or any of its Subsidiaries arising in the contractspast twelve (12) months; (i) any agreement that contains or provides for an undertaking by ILG or its Subsidiary to pay any liquidated damages or similar remedy in the event of any failure to perform or late performance of such contract; (j) any (i) agreement pertaining to employment arrangements with any officer, agreementsdirector, instruments or employee of ILG that provides for annual compensation in excess of $100,000, and documents set forth on the attached Schedule K (ii) agreement providing for severance, retention, change in control or other similar payments or benefits; (k) any ILG Related Party Agreement; (i) any power of attorney granted by ILG or its Subsidiaries that is currently effective and outstanding, and (ii) any letter of credit, performance bond or similar instrument that is currently outstanding; (m) any agreement relating to any partnership, joint venture, strategic alliance or sharing of profits; (n) any collective bargaining agreement or any other labor-related contract or understanding with any labor union, labor organization or works council (each, a “ILG Collective Bargaining Agreement”); (o) any agreement containing covenants materially restricting or limiting the freedom of ILG or any Subsidiary to engage in any line of business or in any geography or territory; or (p) any other agreement, (i) involving payments to or by ILG or any of its Subsidiaries in excess of $2,000,000 per year (other than purchase orders and statements of work entered into in the ordinary course of business) or (ii) to the extent material and outside of the ordinary course of business, that contains or provides for an undertaking by ILG or its Subsidiaries to indemnify or hold harmless another Person. Each of the contracts set forth or required to be set forth on Section 5.12 of the Disclosure Schedule or on a Schedule cross-referenced within such Schedule or any agreement with any ILG Top Customer or any agreement with any ILG Top Supplier (“ILG Material ContractAgreements”) are validis the legal, valid and binding and obligation of ILG and/or its Subsidiaries, enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto them in accordance with their respective terms (its terms, except (A) as such enforceability may be limited by applicable bankruptcyGeneral Enforceability Exceptions. Except as set forth on Section 5.12(q) of the Disclosure Schedule, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company neither ILG nor any of the Material Subsidiaries its Subsidiaries, nor, to ILG’s Knowledge, any other party is in material default under breach or in material breach violation of, or in receipt of any written claim of such material default (with or material breach, under any Material Contract. No event has occurred which, with the passage without notice or lapse of time or the giving of noticeboth) default under, or bothany ILG Material Agreement, would result in a material default, breach or event of noncompliance, in each such case, by the Company nor has ILG or any of the Material its Subsidiaries under received (or has any knowledge of) any claim of any such breach, violation or default or any notice terminating or threatening the termination of any ILG Material ContractAgreement. There ILG and its Subsidiaries are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect not parties to any such ILG Material ContractAgreements that are oral. True, correct ILG has delivered or made available to Faraday true and complete copies of each all ILG Material Contract have been made available to the PurchasersAgreements, including any amendments thereto.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, Agreement or the Prior Initial Closing Purchase Agreements Agreement or as set forth on the attached Schedule KL, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K L (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (a) To the extent not listed on Schedule 5.8, Schedule 5.12(a) lists all Material Contracts related to the operation of the Business to which the Operating Company or Stellar Propane is a party or by which either of them or any of their respective assets or properties are bound (accurate and complete copies of each of which have been previously delivered to Buyer). Each Material Contract is in full force and effect and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. Except as expressly set forth on Schedule 5.12(a), (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the CompanySellers, there exists no material default or claim thereof by any party to any Material Contract, (ii) to the Knowledge of the Sellers, there are no facts or conditions that, if continued or noticed, would result in a default under any Material Contract, (iii) none of the Sellers, the Operating Company or Stellar Propane has received any notice that any Person intends to cancel, modify or terminate any Material Contract, or to exercise or not to exercise any options thereunder, (iv) none of the Sellers, the Operating Company or Stellar Propane has given any notice of cancellation, modification or termination of any Material Contract or of exercise or non-exercise of any options thereunder, (v) to the Knowledge of the Sellers, each other party thereto Material Contract is a valid and binding agreement enforceable in accordance with their respective terms (its terms, except (A) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, or other similar Laws of general application relating to or affecting the enforcement of creditors’ rights generallygenerally and to general equity principles (whether such enforceability is considered in a proceeding at law or in equity), and (Bvi) as limited by Laws relating no consent or approval of the other parties to the availability of specific performance, injunctive relief any Material Contract or other equitable remedies or (C) as would not be material any Person pursuant to the Company and the Company Subsidiaries, taken as a whole); provided, that, any Material Contract is required for the avoidance consummation of doubtthe transactions contemplated by this Agreement, “Material Contracts” shall not include any contract except those that will have been obtained and be fully performed in full force and effect on the Closing Date. (b) No purchase or satisfied as sale commitments by the Operating Company or Stellar Propane are in excess of or prior to the Initial Closingnormal, or, if this Agreement is being executed ordinary and delivered with respect to an Additional Closing, as usual requirements of or prior to such Additional Closing. Neither the Business; neither the Operating Company nor Stellar Propane has any outstanding power of attorney to any Person for any purpose whatsoever; neither the Operating Company nor Stellar Propane is restricted by Law or agreement from carrying on the Business anywhere in the United States; except as disclosed in the SEC Reports, no officer, director or Affiliate of the Material Subsidiaries is Operating Company or Stellar Propane has any financial interest, direct or indirect, in material default under the suppliers or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, customers associated with the passage Business. (c) With the exception of time or this Agreement, none of the giving of noticeSellers, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Operating Company or Stellar Propane has made any Contract or Other Agreement or granted any option to sell or otherwise transfer all or a significant part of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, Equity Securities or to the Knowledge assets of the Company, threatened material disputes with respect Operating Company or Stellar Propane. (d) Schedule 5.12(d) contains a list of all Intercompany Agreements other than the Promissory Note. The Sellers have previously delivered to any such Material Contract. True, correct Buyer an accurate and complete copies copy of each Material Contract have been made available to the PurchasersIntercompany Agreement.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreementdisclosed in the Company Reports filed since December 31, 2004 and prior to the Prior Purchase Agreements or as set forth on the attached Schedule Kdate hereof, neither the Company nor any of the Material its Subsidiaries is a party to to, is bound or bound by affected by, or receives any executory contractbenefits under, leaseany agreement, license contract or other agreement legally binding understanding, whether oral or written: (whether written or orali) that involves: providing for (A) aggregate noncontingent payments by or to the Company and/or or any Material Subsidiary of the Company in excess of $3 million during the 12 month period ended on the Closing Date; 250,000 or (B) prohibiting potential payments by or materially limiting or restricting to the Company or any Material Subsidiary from freely engaging of the Company reasonably expected to exceed $1,000,000; (ii) limiting the freedom of the Company to engage in any line of business or competing anywhere sell, supply or distribute any service or product, or to compete with any entity or to conduct business in any geography, or to hire any individual or group of individuals; (iii) any agreement that after the world Effective Time would have the effect of limiting in any respect the freedom of Parent or any of its Subsidiaries (other than the Company and its Subsidiaries) to engage in any line of business or sell, supply or distribute any service or product, or to compete with any entity or to conduct business in any geography, or to hire any individual or group of individuals; (iv) providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Businessresearch collaborations and license agreements); (v) involving any exchange-traded or over-the-counter swap, material thirdforward, future, option, cap, floor or collar financial contract, or any other interest-party administration rate or other insurance policy administration foreign currency protection contract; (vi) relating to the Insurance Contracts; borrowing of money, the guarantee of any such obligation (Gother than trade payables and instruments relating to transactions entered into in the ordinary course of business), or the sale, securitization or servicing of loans or loan portfolios; (vii) a capital maintenance contractwith any directors, keepwell officers or similar agreement pursuant stockholders that cannot be cancelled by the Company (or the applicable Subsidiary of the Company) within 30 days' notice without liability, penalty or premium; (viii) containing severance or termination pay Liabilities related to termination of employment; (ix) related to product supply, manufacturing, distribution or development, or the license of Company Intellectual Property to or from the Company or its Subsidiaries (except for standard biological material transfer agreements and nonexclusive software licenses granted to end-user customers in the ordinary course of business, the form of which any Person has agreed been provided to contribute capital Parent, or surplus standard licenses purchased by the Company or its Subsidiaries for off-the-shelf software and except for licenses in which either the aggregate noncontingent payments to or by the Company are not in excess of $250,000 or the potential payment to or by the Company is not expected to exceed $1,000,000); (x) obligating the Company or any of its Subsidiaries to provide indemnification; (xi) providing for any standstill restriction on the Company; (xii) providing for the disposition of an asset through licensing or otherwise involving consideration in excess of $100,000 (other than in the ordinary course of business consistent with prior practice); or (xiii) otherwise required to be filed as an exhibit to an Annual Report on Form 10-K, as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Each contract of the type described in this Section 3.16, whether or not set forth in the Company Disclosure Letter, is referred to herein as a "Company Material Subsidiary Contract." The Company has heretofore made available to Parent a complete and correct copy of each Company Material Contract, including any amendments or any capital maintenance contract or similar agreement pursuant to which modifications thereto. (b) Each Company Material Contract is valid and binding on the Company or any Material its Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, party thereto and, to the Knowledge of the Company, each other party thereto thereto, and is in accordance with their respective terms (except (A) as limited full force and effect, and the Company and each of the Subsidiaries of the Company have performed in all material respects all obligations required to be performed by applicable bankruptcythem under each Company Material Contract and, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability Knowledge of specific performancethe Company, injunctive relief or each other equitable remedies or (C) party to each Company Material Contract has performed in all material respects all obligations required to be performed by it under such Company Material Contract, except, in each case, as would not reasonably be material expected to the have a Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional ClosingAdverse Effect. Neither the Company nor any Subsidiary of the Material Subsidiaries is in material default under or in material breach Company knows of, or in receipt of has received notice of, any written claim of such material violation or default under (or material breach, under any Material Contract. No event has occurred which, condition that with the passage of time or the giving of notice, notice would cause such a violation of or both, would result in default under) any Company Material Contract or any other agreement or contract to which it is a material default, breach party or event of noncompliance, in each such case, by the Company which it or any of the its properties or assets is bound, except for violations or defaults that would not reasonably be expected to have a Company Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersAdverse Effect.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Initial Closing Purchase Agreements Agreement or the Second Closing Purchase Agreement or as set forth on the attached Schedule KL, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K L (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (ia) Except as expressly contemplated by for this Agreement, the Prior Purchase Agreements Agreement or as set forth on in Section 3.15 of the attached Schedule KCompany Disclosure Letter, neither the Company nor any of the Material its Subsidiaries is a party to to, or is bound by by, any executory contract, lease, license or other agreement (whether written or oral) that involvesContract: (Ai) providing for aggregate noncontingent payments by or to the Company and/or or any Material Subsidiary of its Subsidiaries in excess of $3 million during 500,000 in any fiscal year, other than Contracts with an employee, consultant or independent contractor relating to employment or the 12 month period ended on the Closing Dateprovision of services; (Bii) prohibiting limiting, in any material respect, the freedom of the Company to engage in any line of business or materially limiting sell, supply or restricting distribute any service or product (including with respect to the pricing thereof), or to compete with any entity or to conduct business in any geography, or that grants any exclusive rights to any party (other than any (x) non-exclusive licenses entered into in the ordinary course of business or (y) Contracts for which noncontingent payments by or to the Company or any Material Subsidiary from freely engaging of its Subsidiaries do not exceed $500,000 in any business fiscal year and that are terminable upon 90 days or competing anywhere in the world fewer notice), or providing for exclusivity in any business linesettlement, geographic area cross-license, concurrent use or otherwiseconsent-to-use agreements; (Ciii) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving that is material to the Company and its Subsidiaries, taken as a sharing of profits or otherwisewhole; (Eiv) “most favored nations” provisionsrelating to Indebtedness for borrowed money in excess of $500,000; (Fv) other than arising containing severance or termination pay Liabilities related to termination of employment in the Ordinary Course excess of Business, material third-party administration or other insurance policy administration relating $200,000 (individually to the Insurance Contractsany employee); (Gvi) a capital maintenance contractproviding for the supply, keepwell manufacturing, distribution or similar development of Company Products (except for any Contracts in which either the aggregate noncontingent payments to or by the Company are not in excess of $500,000 or the potential payments to or by the Company are not expected to exceed $500,000); (vii) providing for the acquisition, transfer, in-bound licensing, out-bound licensing, development, co-development, or sharing of any Intellectual Property or Software or any other agreement pursuant to which any Person has agreed to contribute capital or surplus to materially affecting the ability of the Company or any Material Subsidiary of its Subsidiaries to use or disclose any capital Intellectual Property or Software (other than license agreements for commercially available software on standard terms with a replacement cost or annual license, maintenance contract and subscription fees of less than $100,000 in the aggregate and non-exclusive distribution, reseller and end-user customer and other non-exclusive agreements entered into in the ordinary course of business); (viii) providing for indemnification by the Company of any officer or similar agreement director of the Company; (ix) pursuant to which the Company or any Material Subsidiary of the Company has agreed to contribute capital any Liabilities (whether absolute, accrued, contingent or surplus to otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any Person or guarantee the obligations obligation of any Person under (other than the Company or any insurance Subsidiary of the Company), or any capital maintenance, keep-well or similar agreements or arrangements in any such case that individually is in excess of $500,000; (x) providing for the lease of real property with aggregate annual rent payments in excess of $100,000; (xi) that would reasonably be expected to prohibit or materially delay the consummation of the Merger or otherwise materially impair the ability of the Company to perform its obligations hereunder; (xii) that prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries, prohibits the pledging of the capital stock of the Company or any of its Subsidiaries or prohibits the issuance of guarantees by any of its Subsidiaries; (xiii) that provided for any acquisition by the Company or its Subsidiaries pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment or guarantee obligations; (xiv) with any directors, executive officers (as such term is defined in the Exchange Act) or 5% Company Common Stockholders or any of their Affiliates (other than the Company or any of its Subsidiaries) or immediate family members, other than Contracts with an employee, consultant or independent contractor relating to employment or the provision of services; (xv) that contains any material covenant granting “most favored nation” status that, following the Merger, would apply to or be affected by actions taken by Parent, the Surviving Corporation and/or their respective Subsidiaries or Affiliates; (xvi) with a Governmental Entity or with a customer which, to the Knowledge of the Company, resells products or services of the Company or any of its Subsidiaries; (xvii) that involves any exchange-traded or over-the-counter swap, forward, future, option, cap, floor or collar financial contract, or any other interest-rate, commodity price, equity value or foreign currency protection contract; (xviii) that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any Equity Interests or assets that are material to the Company and its Subsidiaries, taken as a whole (other than in the ordinary course of business) of any Person; or (Hxix) any material amendmentotherwise required to be filed as an exhibit to an Annual Report on Form 10-K, modification or supplement in respect as provided by Rule 601 of any Regulation S-K promulgated under the Exchange Act. Each Contract of the foregoingtype described in the immediately preceding sentence is referred to herein as a “Company Material Contract.” The Company has heretofore made available to Parent a complete and correct copy of each Company Material Contract, including any amendments or modifications thereto. (iib) All of the contracts, agreements, instruments and documents set forth Each Company Material Contract is binding on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, its Subsidiary party thereto and, to the Knowledge of the Company, each other party thereto thereto, and is in accordance with their respective terms (except (A) as limited by applicable bankruptcyfull force and effect, insolvencyand, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability Knowledge of specific performancethe Company, injunctive relief or enforceable against each other equitable remedies or party thereto (C) in each case, subject to the Bankruptcy and Equity Exception), and the Company and each of its Subsidiaries have performed all obligations required to be performed by them under each Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract has performed all obligations required to be performed by it under such Company Material Contract, in each case except as would not reasonably be material expected to have a Company Material Adverse Effect. To the Knowledge of the Company, the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance has not received written notice of doubt, “Material Contracts” shall not include any contract that will be fully performed violation or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under (or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, condition that with the passage of time or the giving of notice, or both, would cause such a violation of or default under) any Company Material Contract, except for violations or defaults that would not reasonably be expected to have a Company Material Adverse Effect. (c) To the Knowledge of the Company, as of the date hereof, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time), would reasonably be expected to: (i) result in a material defaultviolation or breach of any provision of any Company Material Contract, breach (ii) give any Person the right to declare a default under any Company Material Contract, or event of noncompliance(iii) give any Person the right to cancel terminate or modify any Company Material Contract, in each such case, by in a manner that would reasonably be expected to have a Company Material Adverse Effect. (d) Except as set forth in Section 3.15(d) of the Company Disclosure Letter, with respect to any contract between the Company (or any one of the Material Subsidiaries under any such Material Contract. There are no outstandingits Subsidiaries) and a Governmental Entity or, pending, or to the Knowledge of the Company, threatened any contract with Governmental Entity as the ultimate customer under a contract between the Company and a customer (hereinafter a “Government Contract”), for the three (3) years prior to the date hereof: (i) the Company and each of its Subsidiaries have established and maintained adequate internal controls for compliance with Government Contracts and there has been no material disputes breach of contractual duties or the representations or certifications submitted in connection with respect any Government Contract or related bid or proposal; (ii) the invoices and any timekeeping records submitted to any such Material Contract. True, correct and complete copies of each Material Contract a customer or auditor in connection with Government Contracts have been made available accurate in all material respects, and adjustments, discounts, rebates and reimbursements required under Government Contracts or requested by a Governmental Entity have been promptly credited to the Purchaserscustomer and accurately recorded in all material respects in the financial records of the Company or the appropriate Subsidiary; (iii) no Government Contract has been awarded on the basis of a Small Business or other preferred bidder status, as defined by the applicable Governmental Entity; (iv) no Government Contract was awarded on the basis of disclosure of costs incurred by, or comparable pricing by, the Company or the applicable Subsidiaries, or includes any obligation regarding favorable or guaranteed pricing, or on the basis of payment of incurred costs; (v) no Government Contract has been the subject of a legal proceeding, subpoena or written document request, cure notice, show cause notice, or written (or, to the Knowledge of the Company, oral) notice of investigation or audit or investigation; and (vi) neither the Company nor any of its subsidiaries nor any of their respective officers, directors, principals or managers have been determined by a Governmental Entity as having a conflict of interest, nor been disqualified from participation in a procurement by a Governmental Entity, nor been suspended, debarred, or excluded (nor, to the Knowledge of the Company, been proposed for disqualification, suspension, debarment or exclusion) by a Governmental Entity, nor had access to confidential or non-public information to which (to the Knowledge of the Company) they were not lawfully entitled, nor made or offered or solicited or accepted any bribe, kickback or unlawful payment or item, service or benefit of value in connection with a Government Contract or with a Governmental Entity that is a party to a Government Contract.

Contracts and Commitments. (a) As of the date hereof, Union is not a party to nor bound by any: (i) Except “material contract” (as expressly contemplated such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to Union or any of its Subsidiaries that was required to be, but has not been, filed with the SEC with Union’s Annual Report on Form 10-K for the year ended March 31, 2014, or any Union SEC Documents filed after the date of filing of such Form 10-K until the date hereof; (ii) Contract (A) relating to the disposition or acquisition by Union or any of its Subsidiaries of a material amount of assets (1) after the date of this Agreement, other than in the Prior Purchase Agreements ordinary course of business consistent with past practice, or as set forth on (2) prior to the attached Schedule Kdate hereof, neither the Company nor which contains any material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are reasonably likely, under any of the Material Subsidiaries is a party them, to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary result in claims in excess of $3 million during the 12 month period ended on the Closing Date100,000 or (B) pursuant to which Union or any of its Subsidiaries will acquire any material ownership interest in any other person or other business enterprise other than Union’s Subsidiaries; (Biii) collective bargaining agreement or Contract with any labor union, trade organization or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions); (iv) Contract establishing any joint ventures, partnerships or similar arrangements; (v) Contract (A) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging right of Union to compete in any line of business or competing anywhere to conduct business with any Person or in any geographical area, (B) obligating Union to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of Union on an exclusive basis to any Person or group of Persons or in any geographical area but excluding any distribution, sales representative, sales agent or similar agreement under which Union has granted a Person an exclusive geographical area or under which Union paid commissions less than $100,000 to such Person in the world fiscal year ended March 31, 2014 or providing for exclusivity from whom Union received less than $100,000 from the sale of product to said Person in any business linethe fiscal year ended March 31, geographic area or otherwise2014; (Cvi) Indebtedness involving liabilities Contract pursuant to which Union or any of its Subsidiaries (i) licenses any material Intellectual Property from another Person that is used by Union or one of its Subsidiaries in the conduct of its business as currently conducted that could require payment by Union or any Subsidiary of royalties or license fees exceeding $100,000 in any twelve (12) month period, or (ii) licenses Union Intellectual Property to another Person, except licenses provided to direct customers in the ordinary course of business; (vii) mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit of $100,000 or more, other than (A) accounts receivables and payables and (B) loans to direct or indirect wholly-owned subsidiaries, in each case in the ordinary course of business consistent with past practice; (viii) Contract providing for any guaranty by Union or any of its Subsidiaries of third-party obligations (under which Union or any of its Subsidiaries has continuing obligations as of the date hereof) of $100,000 or more, other than any guaranty by Union or any of its Subsidiaries’ obligations; (ix) Contract between Union, on the one hand, and any Affiliate of Union (other than a Subsidiary of Union), on the other hand; (x) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Union or its Subsidiaries; (xi) Contract under which Union and Union’s Subsidiaries are expected to make annual expenditures or receive annual revenues in excess of $5 million; (D) other than arising in 100,000 during the Ordinary Course of Business, any joint venture, partnership current or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractsubsequent fiscal year; or (Hxii) any material amendment, modification or supplement in respect of Contract to enter into any of the foregoing. (iib) All Visor has been given access to a true and correct copy of all written Union Material Contracts, together with all material amendments, waivers or other changes thereto, and a correct and complete written summary setting forth the terms and conditions of each oral Union Material Contract. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Union Material Adverse Effect, (i) Union is not in default under any Contract listed, or required to be listed, in Section 3.12(a) of the contracts, agreements, instruments and documents set forth on the attached Schedule K Union Disclosure Letter (each, a “Union Material Contract” and, collectively, the “Union Material Contracts”) are and (ii) to Union’s Knowledge, as of the date hereof, the other party to each of the Union Material Contracts is not in default thereunder. Each Union Material Contract is legal and in full force and effect and is valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, Union and, to the Knowledge of the CompanyUnion’s Knowledge, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closingthereto. Neither the Company nor any As of the date hereof, no party to any Union Material Subsidiaries is in material default under or in material breach of, or in receipt of Contract has given any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or bothto Union’s Knowledge, would any notice (whether or not written) of termination or cancellation of any Union Material Contract or that it intends to seek to terminate or cancel any Union Material Contract (whether as a result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, transactions contemplated hereby or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersotherwise).

Contracts and Commitments. (a) As of the date hereof, Ranger is not a party to nor bound by any (i) Except “material contract” (as expressly contemplated such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to Ranger or any of its Subsidiaries that was required to be, but has not been, filed with the SEC with Ranger’s Annual Report on Form 10-K for the year ended December 31, 2013, or any Ranger SEC Documents filed after the date of filing of such Form 10-K until the date hereof; (ii) Contract (A) relating to the disposition or acquisition by Ranger or any of its Subsidiaries of a material amount of assets (1) after the date of this Agreement, other than in the Prior Purchase Agreements ordinary course of business consistent with past practice, or as set forth on (2) prior to the attached Schedule Kdate hereof, neither the Company nor which contains any material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are reasonably likely, under any of the Material Subsidiaries is a party them, to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary result in claims in excess of $3 million during the 12 month period ended on the Closing Date1,000,000 or (B) pursuant to which Ranger or any of its Subsidiaries will acquire any material ownership interest in any other person or other business enterprise other than Ranger’s Subsidiaries; (Biii) collective bargaining agreement or Contract with any labor union, trade organization or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions); (iv) Contract establishing any joint ventures, partnerships or similar arrangements; (v) Contract (A) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging right of Ranger to compete in any line of business or competing anywhere in the world to conduct business with any Person or providing for exclusivity in any business linegeographical area, geographic (B) obligating Ranger to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of Ranger on an exclusive basis to any Person or group of Persons or in any geographical area but excluding any distribution, sales representative, sales agent or otherwisesimilar agreement under which Ranger has granted a Person an exclusive geographical area and under which Ranger paid commissions less than $1,000,000 to such Person in 2013 or from whom Ranger received less than $1,000,000 from the sale of product to said Person in 2013; (Cvi) Indebtedness involving liabilities Contract pursuant to which Ranger or any of its Subsidiaries (i) licenses any material Intellectual Property from another Person that is used by Ranger or one of its Subsidiaries in the conduct of its business as currently conducted that could require payment by Ranger or any Subsidiary of royalties or license fees exceeding $1,000,000 in any twelve (12) month period, or (ii) licenses Ranger Intellectual Property to another Person, except licenses provided to direct customers in the ordinary course of business; (vii) mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit of $1,000,000 or more, other than (A) accounts receivables and payables and (B) loans to direct or indirect wholly-owned subsidiaries, in each case in the ordinary course of business consistent with past practice; (viii) Contract providing for any guaranty by Ranger or any of its Subsidiaries of third-party obligations (under which Ranger or any of its Subsidiaries has continuing obligations as of the date hereof) of $1,000,000 or more, other than any guaranty by Ranger or any of its Subsidiaries’ obligations; (ix) Contract between Ranger, on the one hand, and any Affiliate of Ranger (other than a Subsidiary of Ranger), on the other hand; (x) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Ranger or its Subsidiaries; (xi) Contract under which Ranger and Ranger’s Subsidiaries are expected to make annual expenditures or receive annual revenues in excess of $5 million; (D) other than arising in 1,000,000 during the Ordinary Course of Business, any joint venture, partnership current or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractsubsequent fiscal year; or (Hxii) any material amendment, modification or supplement in respect of Contract to enter into any of the foregoing. (iib) All Trooper has been given access to a true and correct copy of all written Ranger Material Contracts, together with all material amendments, waivers or other changes thereto, and a correct and complete written summary setting forth the terms and conditions of each oral Ranger Material Contract. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Ranger Material Adverse Effect, (i) Ranger is not in default under any Contract listed, or required to be listed, in Section 3.12(a) of the contracts, agreements, instruments and documents set forth on the attached Schedule K Ranger Disclosure Letter (each, a “Ranger Material Contract” and, collectively, the “Ranger Material Contracts”) are and (ii) to Ranger’s knowledge, as of the date hereof, the other party to each of the Ranger Material Contracts is not in default thereunder. Each Ranger Material Contract is legal and in full force and effect and is valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, Ranger and, to the Knowledge of the CompanyRanger knowledge, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closingthereto. Neither the Company nor any As of the date hereof, no party to any Ranger Material Subsidiaries is in material default under or in material breach of, or in receipt of Contract has given any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge knowledge of Ranger, any notice (whether or not written) of termination or cancellation of any Ranger Material Contract or that it intends to seek to terminate or cancel any Ranger Material Contract (whether as a result of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchaserstransactions contemplated hereby or otherwise).

Contracts and Commitments. (a) Section 3.12(a) of the Disclosure Schedule lists all of the following Contracts: (i) Except collective bargaining agreements and any other Contracts with any labor unions or employee representative body; (ii) Contracts for the employment or engagement of any officer, employee or other Person on a full-time, part-time, consulting or other basis that either: (A) provide severance obligations upon termination; (B) provide for the payment of any cash or other compensation or benefits as expressly contemplated by a result of the execution of this Agreement, Agreement or the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor consummation of any of the Material Subsidiaries is a party to Contemplated Transactions; or bound by (C) cannot be terminated without cause or reason upon 30 days’ or less notice and without any executory contract, lease, license or other agreement (whether written or oral) that involves:reasonable expectation of liability for UAV in connection therewith; (Aiii) agreements, promissory notes, security agreements, pledge agreements or similar agreements for Indebtedness; (iv) leases, subleases or licenses, either as lessee, sublessee or licensee or as lessor, sublessor or licensor, of any real property, personal property or intangibles, including capital leases; (v) Contracts or series of related Contracts with customers, suppliers and vendors of UAV for the purchase or sale of goods or services involving annual payments by the Company and/or any Material Subsidiary in excess of $3 million during 100,000.00, which cannot be canceled by UAV without payment or penalty upon notice of 90 days or less, or whose unexpired term as of the 12 month period ended on the Closing Datedate of this Agreement exceeds one year; (vi) Contracts that involve any (A) grant of, or obligation to grant, to UAV, any exclusive license or other exclusive rights or (B) prohibiting grant of, or materially limiting obligation to grant, to any Person by UAV, any exclusive license or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseother exclusive rights; (Cvii) Indebtedness involving liabilities in excess Contracts of $5 millionagency, sales representation, distribution or franchise that cannot be canceled by UAV without payment or penalty upon notice of 30 days or less, and any powers of attorney or similar grants of agency; (viii) Contracts restricting in any material respect UAV’s right or any right of any employee set forth on Schedule 3.11(b)(xi): (A) to compete with any Person; (B) to sell goods or services to any Person; (C) to purchase goods or services from any Person; or (D) other than arising in the Ordinary Course of Business, to solicit for employment or hire any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwisePerson; (Eix) “most favored nations” provisionsContracts to which UAV is a party and which restrict in any material respect any other Person’s right: (A) to compete with UAV; (B) to sell goods or services similar to those sold by UAV; (C) to purchase goods or services from UAV; or (D) to solicit for employment or hire any employee or consultant of UAV; (Fx) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration Contracts relating to (A) the Insurance Contractsacquisition or disposition of any business, assets or securities outside the ordinary course of business, (B) any joint venture involving UAV or any of its Affiliates or (C) any equity or debt investment in or any loan to any other Person; (Gxi) IP Licenses (other than any IP Licenses that is a capital maintenance contractshrink-wrap or click-through license or a license for “off the shelf” software that is generally available on standard, keepwell or similar agreement non-negotiated commercial terms for less than $10,000 annually); (xii) Contracts pursuant to which any Person has agreed UAV receives services free of charge (or at a substantial discount) that would reasonably be expected to contribute capital be valued at $10,000 or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; orgreater; (Hxiii) insurance policies disclosed on Section 3.19(a) of the Disclosure Schedule; and (xiv) each with any material amendment, supplement and modification or supplement in respect of any of the foregoing. (iib) All of UAV’s Contracts, agreements and instruments listed or required to be listed on Section 3.12(a) of the contractsDisclosure Schedule (collectively, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material ContractContracts”) are valid, valid and binding and enforceable against UAV and the Company or other parties thereto in accordance with their terms, subject only to the respective Material Subsidiary, as applicable, Enforceability Exception. UAV has performed in all material respects all obligations required to be performed by it and, to the Knowledge of the CompanyUAV, each other party thereto is not in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or nor in receipt of any written claim or, to the Knowledge of UAV, any other claim, of such material default under or material breachbreach of, under any Material Contract. No event has occurred which, which (with the passage of time or the giving of notice, notice or both, ) would result in a material defaultdefault under or breach of, or permit the termination, modification or acceleration of any obligation of UAV under, any Material Contract. To the Knowledge of UAV, there is no default under, or breach or event cancellation or anticipated cancellation of, any Material Contract by the other party or parties thereto. UAV has made available to Purchaser an accurate and complete copy of noncomplianceeach of the written Material Contracts, together with all amendments, extensions, guarantees and other binding supplements thereto, and an accurate description of each of the verbal Material Contracts, if any, together with all amendments, waivers or other changes thereto, in each such case, by in effect as of the Company date of this Agreement. Immediately following the consummation of the Contemplated Transactions, each of the Material Contracts will be in full force and effect and will be valid, binding and enforceable in accordance with their terms (subject only to the Enforceability Exception) and not be subject to any claims, charges, set-offs or defenses as a result of the consummation of any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersContemplated Transactions.

Contracts and Commitments. All agreements and commitments which the Corporation currently has in effect (i) Except as expressly contemplated by this Agreementcollectively, the Prior Purchase Agreements “CONTRACTS”), to wit: any agreements or as set forth on commitments which require the attached Schedule Kmaking of any charitable contributions; any purchase agreements or purchase commitments that will continue for a period of more than 90 days or involve more than $25,000 per year per contract, neither the Company nor any or are in excess of the Material Subsidiaries is a party to normal requirements of its business or bound at any price substantially in excess of fair market value and its prior purchasing practices; any agreements or commitments with officers, employees, consultants, advisors, distributors or dealers that are not cancelable by it on notice of not longer than 90 days and without liability or any executory contractcollective bargaining agreement; any employment agreement or commitment, leasenon-compete, license intellectual property ownership or confidentiality agreement, or any other agreement or commitment that contains any severance or termination pay, liabilities or obligations; any indebtedness for borrowed money, promissory notes or other debt instruments, or any guarantee of any indebtedness or other obligations of others; any security agreement or other agreement or commitment that creates any Encumbrance on any of its properties or assets; any agreement or commitment requiring the payment of more than $25,000, individually or in the aggregate, to make any capital expenditures or to acquire any property or assets; any agreement with a stockholder of the Corporation or any Relative thereof, except for the Restated Shareholders Agreement and Restated Registration Rights Agreement; any employee welfare or retirement benefit plan as defined in the Employee Retirement Income Security Act of 1974, as amended from time to time (whether written “ERISA”); any agreement with any customer or oral) that involves: (A) payments by supplier which is material to the Company and/or business of the Corporation; or any Material Subsidiary agreement, commitment or restriction otherwise material to the Corporation’s assets, liabilities or business. The Corporation has performed all of its obligations required to be performed through the date of Closing under each Contract and the Corporation is not in excess breach or default in any respect thereunder nor has any event or circumstance occurred which, with notice or lapse of $3 million during time or both, would constitute any such breach or default, except in any such case for such breaches or defaults which, individually or in the 12 month period ended aggregate, do not have a material adverse effect on the Closing Date; business, assets, results of operations, financial condition, or, to the best of the Corporation’s knowledge, prospects of the Corporation (B) prohibiting a “MATERIAL ADVERSE EFFECT”). To the best of the Corporation’s knowledge, none of the other parties to any Contract is in breach or materially limiting default in any respect thereunder nor has any event or restricting circumstance occurred which, with notice or lapse of time or both, would constitute any such breach or default, except in any such case for such breaches or defaults which, individually or in the Company aggregate, do not have a Material Adverse Effect. Neither the Corporation nor any officer, director, employee, or agent of the Corporation (or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect acting on behalf of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, has failed to the Knowledge of the Company, each other party thereto perform its obligations in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be any material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, Contract with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company United States government or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, agency or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersdepartment thereof.

Contracts and Commitments. (ia) Except as expressly contemplated by As of the date of this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, leasearrangement, license commitment or other agreement understanding (whether written or oral) (i) that involves: is a “material contract” (Aas such term is defined in Item 601(b)(10) payments of Regulation S-K promulgated under the Securities Act) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Reports filed prior to the date hereof, (ii) that materially restricts the conduct of any material line of business by the Company, or the ability of the Company and/or to operate in any Material Subsidiary geographic area or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in excess any line of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting business material to the Company or any Material Subsidiary from freely engaging to operate in any business geographical area, (iii) with or competing anywhere to a labor union or guild (including any collective bargaining agreement), (iv) relating to the borrowing of money or any guarantee in respect of any indebtedness of any person (other than the endorsement of negotiable instruments for collection in the world or providing for exclusivity in any business lineordinary course of business), geographic area or otherwise; (Cv) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) that extends “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating similar pricing to the Insurance Contracts; counterparty to such contract or (Gvi) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to between the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of and any of the foregoing. (ii) All of the contractsSubsidiaries, agreements, instruments and documents set forth on the attached Schedule K (eachone hand, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge any of the Company’s stockholders (in their capacity as such), each on the other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcyhand. In addition, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither neither the Company nor any of the Material Subsidiaries is a party to or bound by any written employment contract (“Employment Agreements”). Each contract, arrangement, commitment or understanding of the type described in material default under the preceding two sentences of this Section 3.14(a), whether or not set forth in the Company Disclosure Letter, is referred to as a “Material Contract,” and neither the Company nor any of the Subsidiaries has Knowledge of any violation of any Material Contract by any of the other parties thereto that has had, or would reasonably be expected to have, individually or in material breach ofthe aggregate, a Material Adverse Effect. (b) With such exceptions that have not had, or would not reasonably be expected to have, individually or in receipt of any written claim of such material default the aggregate, a Material Adverse Effect, (i) each Material Contract is valid and binding on the Company or material breachthe applicable Subsidiary, as applicable, and is in full force and effect, (ii) the Company or the applicable Subsidiary has performed all obligations required to be performed by it to date under any each Material Contract. No , and (iii) no event has occurred whichor condition exists that constitutes or, with the passage after notice or lapse of time or the giving of notice, or both, would result in will constitute, a material default, breach or event default on the part of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (a) As of the date hereof, Trooper is not party to nor bound by any (i) Except “material contract” (as expressly contemplated by this Agreement, such term is defined in Item 601(b)(10) of Regulation S-K of the Prior Purchase Agreements SEC) with respect to Trooper or as set forth on the attached Schedule K, neither the Company nor any of its Subsidiaries that was required to be, but has not been, filed with the Material Subsidiaries is a party to SEC with Trooper’s Annual Report on Form 10-K for the year ended December 31, 2013, or bound by any executory contract, lease, license or other agreement Trooper SEC Documents filed after the date of filing of such Form 10-K until the date hereof; (whether written or oralii) that involves: Contract (A) payments relating to the disposition or acquisition by Trooper or any of its Subsidiaries of a material amount of assets (1) after the Company and/or date of this Agreement other than in the ordinary course of business consistent with past practice or (2) prior to the date hereof, which contains any Material Subsidiary material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are reasonably likely, under any of them, to result in claims in excess of $3 million during the 12 month period ended on the Closing Date1,000,000 or (B) pursuant to which Trooper or any of its Subsidiaries will acquire any material ownership interest in any other person or other business enterprise other than Trooper’s Subsidiaries; (Biii) collective bargaining agreement or Contract with any labor union, trade organization or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions); (iv) Contract establishing any joint ventures, partnerships or similar arrangements; (v) Contract (A) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging right of Trooper to compete in any line of business or competing anywhere in the world to conduct business with any Person or providing for exclusivity in any business linegeographical area, geographic (B) obligating Trooper to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of Trooper on an exclusive basis to any Person or group of Persons or in any geographical area but excluding any distribution, sales representative, sales agent or otherwisesimilar agreement under which Trooper has granted a Person an exclusive geographical area and under which Trooper paid commissions less than $1,000,000 to such Person in 2013, or from whom Trooper received less than $1,000,000 from the sale of product to said Person in 2013; (Cvi) Indebtedness involving liabilities Contract pursuant to which Trooper or any of its Subsidiaries (i) licenses any material Intellectual Property from another Person that is used by Trooper or one of its Subsidiaries in the conduct of its business as currently conducted that could require payment by Trooper or any Subsidiary of royalties or license fees exceeding $1,000,000 in any twelve (12) month period or (ii) licenses Trooper Intellectual Property to another Person, except licenses provided to direct customers in the ordinary course of business; (vii) mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit of $1,000,000 or more, other than (A) accounts receivables and payables and (B) loans to direct or indirect wholly-owned subsidiaries, in each case in the ordinary course of business consistent with past practice; (viii) Contract providing for any guaranty by Trooper or any of its Subsidiaries of third-party obligations (under which Trooper or any of its Subsidiaries has continuing obligations as of the date hereof) of $1,000,000 or more, other than any guaranty by Trooper or any of its Subsidiaries’ obligations; (ix) Contract between Trooper, on the one hand, and any Affiliate of Trooper (other than a Subsidiary of Trooper), on the other hand; (x) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Trooper or its Subsidiaries; (xi) Contract under which Trooper and Trooper’s Subsidiaries are expected to make annual expenditures or receive annual revenues in excess of $5 million; (D) other than arising in 1,000,000 during the Ordinary Course of Business, any joint venture, partnership current or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractsubsequent fiscal year; or (Hxii) any material amendment, modification or supplement in respect of Contract to enter into any of the foregoing. (iib) All Ranger has been given access to a true and correct copy of all written Trooper Material Contracts, together with all material amendments, waivers or other changes thereto, and a correct and complete written summary setting forth the terms and conditions of each oral Trooper Material Contract. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Trooper Material Adverse Effect, (i) Trooper is not in default under any Contract listed, or required to be listed, in Section 4.12(a) of the contracts, agreements, instruments and documents set forth on the attached Schedule K Trooper Disclosure Letter (each, a “Trooper Material Contract” and, collectively, the “Trooper Material Contracts”), and, (ii) are to Trooper’s knowledge, as of the date hereof, the other party to each of the Trooper Material Contracts is not in default thereunder. Each Trooper Material Contract is legal and in full force and effect and is valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, Trooper and, to the Knowledge of the CompanyTrooper’s knowledge, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closingthereto. Neither the Company nor any As of the date hereof, no party to any Trooper Material Subsidiaries is in material default under or in material breach of, or in receipt of Contract has given any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge knowledge of Trooper, any notice (whether or not written) of termination or cancellation of any Trooper Material Contract or that it intends to seek to terminate or cancel any Trooper Material Contract (whether as a result of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchaserstransactions contemplated hereby or otherwise).

Contracts and Commitments. (a) Schedule 3.16(a) sets forth each written contract or agreement outstanding as of the date hereof to which Seller or the Acquired Subsidiary is a party relating to the Acquired Business (other than any contract or agreement required to be disclosed on any other schedule to the Seller Disclosure Letter) and which: (i) Except as expressly contemplated by this Agreementinvolves future payment or receipt of in excess of Cdn$250,000 or future performance or receipt of services or delivery or receipt of goods and materials, the Prior Purchase Agreements in each case with an aggregate value in excess of Cdn$250,000, including but not limited to sale and purchase agreements, distributorship and sales representative agreements and loan agreements, notes and other financing documents or as set forth on the attached Schedule K, neither the Company nor commitments to enter into any of the Material Subsidiaries foregoing agreements; (ii) is a party to guarantee or bound by indemnity in respect of indebtedness of any executory contract, lease, license Person (including Seller or other agreement (whether written any Affiliate of Seller or oralthe Acquired Subsidiary) that involves: (A) payments by the Company and/or any Material Subsidiary which may involve future payment in excess of $3 million during Cdn$5,000 or is a mortgage, security agreement or other arrangement intended to secure indebtedness of any Person (including Seller or any Affiliate of Seller or the 12 month period ended Acquired Subsidiary) in excess of Cdn$5,000 and creating an Encumbrance on any asset relating to the Closing DateAcquired Business; (Biii) prohibiting imposes a right of first refusal, option or materially limiting or restricting other restriction with respect to any assets relating to the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseAcquired Business; (Civ) Indebtedness involving liabilities is a loan or advance to, or investment in, any Person or an agreement, contract or commitment relating to the making of any such loan, advance or investment in excess of $5 million; (D) other than arising in Cdn$5,000 that will be outstanding after the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractClosing; or (Hv) any material amendmentis an agreement, modification contract or supplement in respect of any commitment limiting the freedom of the foregoingAcquired Business to engage in any line of business or to compete with any Person (except for exclusive distributorship agreements of Seller entered into in the ordinary course of business). (iib) All Except as disclosed on Schedule 3.16(b), Seller has heretofore delivered to Buyer and Buyer Parent complete and correct copies of each of the contracts, agreements, instruments and documents agreements set forth on in Schedule 3.16(a) and the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against written agreements or contracts of the Company or the respective Material Subsidiary, as applicable, and, Acquired Business disclosed in any other schedule to the Knowledge of Seller Disclosure Letter (the Company, each other party thereto in accordance with their respective terms (except "Contracts"). There is not under any material Contract: (A) as limited any existing material default by applicable bankruptcySeller or the Acquired Subsidiary or, insolvencyto Seller's best knowledge, reorganizationby any other party thereto, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, or (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, any event that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed after notice or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage lapse of time or the giving of notice, or both, would constitute a material default by Seller or the Acquired Subsidiary or, to Seller's best knowledge, by any other party, or result in a material default, breach right to accelerate or event terminate or result in a loss of noncompliance, in each such case, by rights of Seller or the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersAcquired Subsidiary.

Contracts and Commitments. (a) As of the date hereof, ReShape is not a party to nor bound by any: (i) Except “material contract” (as expressly contemplated such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to ReShape or any of its Subsidiaries that was required to be, but has not been, filed with the SEC with ReShape’s Annual Report on Form 10-K for the year ended December 31, 2019, or any ReShape SEC Documents filed after the date of filing of such Form 10-K until the date hereof; (ii) Contract (A) relating to the disposition or acquisition by ReShape or any of its Subsidiaries of a material amount of assets (1) after the date of this Agreement, other than in the Prior Purchase Agreements ordinary course of business consistent with past practice, or as set forth on (2) prior to the attached Schedule Kdate hereof, neither the Company nor which contains any material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are reasonably likely, under any of the Material Subsidiaries is a party them, to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary result in claims in excess of $3 million during the 12 month period ended on the Closing Date100,000 or (B) pursuant to which ReShape or any of its Subsidiaries will acquire any material ownership interest in any other person or other business enterprise other than ReShape’s Subsidiaries; (Biii) collective bargaining agreement or Contract with any labor union, trade organization or other employee representative body; ​ (iv) Contract establishing any joint ventures, partnerships or similar arrangements; (v) Contract (A) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging right of ReShape to compete in any line of business or competing anywhere in the world to conduct business with any Person or providing for exclusivity in any business linegeographical area, geographic (B) obligating ReShape to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of ReShape on an exclusive basis to any Person or group of Persons or in any geographical area but excluding any distribution, sales representative, sales agent or otherwisesimilar agreement under which ReShape has granted a Person an exclusive geographical area and under which ReShape paid commissions less than $100,000 to such Person in 2019 or from whom ReShape received less than $100,000 from the sale of product to said Person in 2019; (Cvi) Indebtedness involving liabilities Contract pursuant to which ReShape or any of its Subsidiaries (i) licenses any material Intellectual Property from another Person that is used by ReShape or one of its Subsidiaries in the conduct of its business as currently conducted that could require payment by ReShape or any Subsidiary of royalties or license fees exceeding $100,000 in any twelve (12) month period, or (ii) licenses ReShape Intellectual Property to another Person, except licenses provided to direct customers in the ordinary course of business; (vii) mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit of $100,000 or more, other than (A) accounts receivables and payables and (B) loans to direct or indirect wholly-owned subsidiaries, in each case in the ordinary course of business consistent with past practice; (viii) Contract providing for any guaranty by ReShape or any of its Subsidiaries of third-party obligations (under which ReShape or any of its Subsidiaries has continuing obligations as of the date hereof) of $100,000 or more, other than any guaranty by ReShape or any of its Subsidiaries’ obligations; (ix) Contract between ReShape, on the one hand, and any Affiliate of ReShape (other than a Subsidiary of ReShape), on the other hand (other than a ReShape Plan); (x) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than ReShape or its Subsidiaries; (xi) Contract under which ReShape and ReShape’s Subsidiaries are expected to make annual expenditures or receive annual revenues in excess of $5 million; (D) other than arising in 100,000 during the Ordinary Course of Business, any joint venture, partnership current or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractsubsequent fiscal year; or (Hxii) any material amendment, modification or supplement in respect of Contract to enter into any of the foregoing. (iib) All Obalon has been given access to a true and correct copy of all written ReShape Material Contracts, together with all material amendments, waivers or other changes thereto, and a correct and complete written summary setting forth the terms and conditions of each oral ReShape Material Contract. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ReShape, (i) ReShape is not in default under any Contract listed, or ​ ​ required to be listed, in Section 3.12(a) of the contracts, agreements, instruments and documents set forth on the attached ReShape Disclosure Schedule K (each, a “ReShape Material Contract” and, collectively, the “ReShape Material Contracts”) are and (ii) to ReShape’s knowledge, as of the date hereof, the other party to each of the ReShape Material Contracts is not in default thereunder. Each ReShape Material Contract is legal and in full force and effect and is valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, ReShape and, to the Knowledge of the CompanyReShape knowledge, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closingthereto. Neither the Company nor any As of the date hereof, no party to any ReShape Material Subsidiaries is in material default under or in material breach of, or in receipt of Contract has given any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge knowledge of ReShape, any notice (whether or not written) of termination or cancellation of any ReShape Material Contract or that it intends to seek to terminate or cancel any ReShape Material Contract (whether as a result of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchaserstransactions contemplated hereby or otherwise).

Contracts and Commitments. (a) Schedule 2.12(a) lists each of the following contracts or agreements (if any) of each of the Acquired Companies: (i) Except management contracts with respect to the Properties, and management contracts with respect to golf course properties or facilities owned by third parties; (ii) all material documents evidencing or creating indebtedness for borrowed money of the Acquired Companies with a remaining principal balance in excess of $75,000 individually or $250,000 in the aggregate or secured by the Properties and outstanding on the date of this Agreement which will not be retired or repaid on or prior to the Closing Date ("Existing Debt"); (iii) partnership agreements and joint venture agreements to which any Acquired Company is a party (and having as expressly contemplated another party any person who is not an Acquired Company) which requires a payment, or delivery of assets or services; (iv) all Leases of Leased Properties and other real property leased by this Agreement, the Prior Purchase Agreements or Companies; (v) except as set forth on the attached Schedule K2.5, neither the Company nor employment, severance or consulting agreements with any director, officer or Acquired Companies Employee (as hereinafter defined) requiring an annual payment of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary cash compensation in excess of $3 million during the 12 month period ended on the Closing Date100,000 individually; (Bvi) prohibiting agreements granting to any third party a first-refusal, first-offer or other right to purchase or acquire any of the Properties or any of the Acquired Shares; (vii) agreements materially limiting or restricting the ability of any Acquired Company to enter into or any Material Subsidiary from freely engaging engage in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise;line of business; and (Cviii) Indebtedness involving liabilities in excess agreements that will not be terminated on or before the Closing between (1) any Acquired Company and any Seller or its Affiliates (as hereinafter defined), or (2) any Seller or its Affiliates (except for any Acquired Company) and a third party that commit any one or more of $5 million; (D) other than arising the Acquired Companies to pay, in the Ordinary Course of Businessaggregate, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other more than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing$150,000. (iib) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct True and complete copies of each Material Contract the contracts and agreements disclosed pursuant to Section 2.12(a) hereof have been made available to the PurchasersBuyer. Except as disclosed on Schedule 2.12(b) or as would not have a Material Adverse Effect (i) each contract and agreement disclosed pursuant to Section 2.12(a) hereof is valid and binding on the Acquired Company party thereto and, to the Sellers' Knowledge, on the other party or other parties thereto, and is in full force and effect in accordance with its respective terms, (ii) upon consummation of the transactions contemplated by this Agreement, each such contract and agreement shall continue in full force and effect in accordance with its respective terms without penalty, acceleration of payment or other adverse consequence, (iii) none of the Acquired Companies is in breach of, or default under, any such contract or agreement, and no event exists that, but for the giving of notice or passage of time, would result in such a breach or default by the Acquired Company party thereto, and (iv) to the Sellers' Knowledge, no other party to any such contract or agreement is in breach thereof or default thereunder, and no event exists that, but for the giving of notice or passage or time, would result in such a breach or default by the other party thereto. Certain other contracts and agreements concerning the Properties and the Acquired Companies have been provided to the Buyer in the Review Room (as hereinafter defined).

Contracts and Commitments. (ia) Except as expressly contemplated by this AgreementSchedule 5.14(a) attached hereto contains a complete and accurate list of all contracts, the Prior Purchase Agreements or as set forth on the attached Schedule Kagreements, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contractcommitments, lease, license or other agreement instruments and obligations (whether written or oral, proposed, contingent or otherwise) that involves:of the Company Entities concerning the following matters (collectively, the “Company Agreements”): (Ai) payments by the Company and/or lease, as lessee or lessor, or license, as licensee or licensor, or purchase or sale of any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Datematerial personal property (tangible or intangible); (Bii) prohibiting the employment or materially limiting engagement of any officer, director or restricting the Company employee, or any Material Subsidiary from freely engaging in consultant or agent, other than those terminable at will without any business severance obligation, and any covenant not to compete or competing anywhere in the world separation agreement with any current or providing for exclusivity in any business lineformer officer, geographic area director or otherwiseemployee; (Ciii) Indebtedness involving liabilities in excess the engagement of $5 millionany medical director and any covenant not to compete or separation agreement with any current or former medical director; (Div) other than arising in the Ordinary Course of Business, provision for any joint venture, partnership payments or other cooperative arrangement benefits, directly or similar arrangement involving indirectly, as a sharing result of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising a change in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect control of any of the foregoingCompany Entities, including, without limitation, the transaction contemplated by this Agreement; (v) the incurrence of indebtedness or making of any loans or the granting of any Lien on any Company Entity’s assets; (vi) any arrangement between any Company Entity and any Affiliate of the Company Entities or any immediate family member of any such Affiliate; (vii) any arrangement limiting the freedom of any Company Entity to compete, solicit customers or solicit employees in any manner in any geographic area or line of business, or requiring any Company Entity to share profits; (viii) any arrangement not in the ordinary course of business under which any Company Entity has agreed to assume Liabilities of another party or indemnify or hold harmless another party; (ix) any charitable commitment in excess of Fifty Thousand Dollars ($50,000) in any calendar year; (x) any arrangement that would be reasonably likely to have a Company Material Adverse Effect; (xi) any power of attorney, whether limited or general, granted by or to any Company Entity; (xii) any joint venture agreement, acute services agreement or facility management agreement; (xiii) any arrangement with customers, patients, managed care organizations, third party payors, pharmacy benefit managers, or suppliers (including pharmaceutical and drug suppliers) that requires financial payments in the aggregate in excess of Fifty Thousand Dollars ($50,000) or performance over a period of more than ninety (90) calendar days; and (xiv) any other arrangement not in the ordinary course of business that requires performance for a period of more than ninety (90) calendar days or that requires aggregate payments in excess of Fifty Thousand Dollars ($50,000). (b) The Company has delivered or made available to Parent or its representatives true and complete copies of all of the written Company Agreements. Except as indicated in Schedule 5.14(b) attached hereto, the Company Agreements are valid and effective in accordance with their terms, and there is not under any of such Company Agreements (i) any existing or claimed default by any Company Entity or event which, with the notice or lapse of time, or both, would constitute a default by any Company Entity thereunder, or (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each any existing or claimed default by any other party thereto in accordance or event which with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws notice or lapse of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of noticetime, or both, would constitute a material default by any such party. Except as indicated in Schedule 5.14(b) attached hereto, the continuation, validity and effectiveness of the Company Agreements will not be affected by the Merger, and the Merger will not result in a material default, breach of or event of noncompliance, in each such case, default by the Company Entities under, or require the Consent of any other party to, any of the Material Subsidiaries under any such Material ContractCompany Agreements. There are is no outstandingactual or written threatened termination, pending, cancellation or to the Knowledge limitation of any of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersCompany Agreements.

Contracts and Commitments. (a) Except for the contracts listed on Schedule 5.7 (the “Specified Contracts”), the Division is not a party to, nor is the Division or any of its Acquired Assets bound by, any: (i) Except as expressly contemplated by this Agreementcontract for the employment of any person on a full-time, the Prior Purchase Agreements or as set forth on the attached Schedule Kpart-time, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license consulting or other agreement (whether basis or contract relating to loans to officers, directors or affiliates, except oral or written contracts for employment at-will or oral) contracts that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Datewill be terminated at or prior to Closing; (Bii) contract relating to any severance, golden parachute, stay bonus or similar contract with or for the benefit of any person engaged on a full-time, part-time, consulting or other basis requiring payments by PHMD upon the sale of the Division or otherwise; (iii) contract relating to borrowed money or other indebtedness (including any capital lease agreements) or the mortgaging, pledging or otherwise placing an encumbrance on any Acquired Asset; (iv) contract under which PHMD is lessor of, or permits any third person to hold or operate, any Acquired Asset; (v) assignment, license, indemnification, joint development agreement or other contract with respect to any tradenames, trademarks, and service marks or designs used by the Division; (vi) sales, distribution, dealer or manufacturer’s representative or franchise contract; (vii) contract prohibiting or materially limiting or restricting the Company or any Material Subsidiary Division from freely engaging in any business or competing anywhere in the world world, or providing for exclusivity in any business line, geographic area or otherwisesubject to a change of control provision; (Cviii) Indebtedness involving liabilities contract with any Division supplier containing any provision permitting any party other than PHMD to renegotiate the price or other terms, or containing any pay-back, retroactive adjustment or other similar provision, upon the occurrence of a failure by PHMD to meet its obligations under contract when due or the occurrence of any other event if such Division contract involves annual consideration in excess of $5 million5,000 or aggregate consideration in excess of $10,000, except where such failure gives the other party to the contract the right to terminate the contract and as a result of such right, the other party may seek to renegotiate any of such terms; (Dix) other than arising contract for the Division’s committed future purchase of fixed assets or the maintenance of such fixed assets subject to future purchase or for the committed future purchase of materials, supplies or equipment involving annual consideration of $5,000 or aggregate consideration in the Ordinary Course excess of Business, any $10,000; (x) Division contract relating to joint venture, partnership ventures or other cooperative arrangement or similar arrangement agreements involving a sharing of profits or otherwiseDivision profits; (Exi) “most favored nations” provisionsDivision contract relating to cleanup, abatement or other actions in connection with environmental liabilities; (Fxii) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration Division contract relating to the Insurance Contractsany “lock-box” with any financial institution; (Gxiii) a capital maintenance contractDivision guaranty, keepwell bond or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to contract; (xiv) Division contracts that require the Company or any Material Subsidiary or any capital maintenance contract payment of royalties, commissions, finder’s fees or similar agreement pursuant to payments which involves in the Company aggregate annual consideration in excess of $25,000; (xv) contract limiting or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee restricting the obligations disclosure of any Person under any insurance contractconfidential information by PHMD; or (Hxvi) material oral contracts not in the ordinary course of business that are binding on the Division. (b) Materially complete and correct copies of each of the written Specified Contracts, including all amendments, waivers and modifications have been delivered, or will be delivered under Section 1(b), to PRI by PHMD. Except as set forth on Schedule 5.7, PHMD has not received notice of any material amendment, modification breach or supplement in respect of default under any of the foregoing. (ii) All of contracts from any other party to the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge sent notice of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief any breach or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor default under any of the Material Subsidiaries is in material default under or in material breach ofcontracts to any other party to the contracts. To the knowledge of PHMD, or in receipt of any written claim of such material default or material breach, under any Material Contract. No no event has occurred whichthat, with the passage giving of time notice or the giving lapse of noticetime, or both, would result in constitute a material default, breach or event default on the part of noncompliance, in each such case, by the Company or PHMD under any of the Material Subsidiaries under contracts; nor to PHMD’s knowledge, has any such Material Contract. There are no outstanding, pendingevent occurred which with the giving of notice or the lapse of time, or both, would constitute a breach or default on the part of any other party to the Knowledge any of the Company, threatened material disputes contracts. Each contract that contains a change in control clause or otherwise requires the consent or approval of any person in connection with respect to any the transactions contemplated by this Agreement is appropriately identified as such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchaserson Schedule 5.7.

Contracts and Commitments. (A) Each of the Material Contracts falling within limb (a) of the definition of such contracts as set out in SCHEDULE 1 (Interpretation) is either listed in the Data Room Index or a complete copy thereof is contained in the Disclosure Bundle. (i) Except as expressly contemplated by this AgreementNo Company nor, in relation to the Prior Purchase Agreements US Business, any member of the Vendor's Group is in breach of a Material Contract where such breach is likely to give rise to a liability in excess of (pound)250,000 or as set forth would otherwise have a material adverse effect on the attached Schedule KTransferring Business; (ii) the Vendor is not aware of any breach of a Material Contract by another party to such contract; and (iii) other than in relation to breach (where SUB-PARAGRAPH (i) or (ii) applies) the Vendor is not aware of any invalidity or grounds for determination, neither rescission, avoidance or repudiation of any Material Contract except for any Contract relating to IT Systems. (C) So far as it is material, no Company nor, in relation to the US Business, any member of the Vendor's Group has since 31st December, 2000 manufactured, developed, sold or provided any product (i) which does not comply with all applicable laws and regulations or (ii) which is defective or dangerous or not in accordance with any representations or warranties (express or implied) given in respect of it. (D) No Company nor any member of the Material Subsidiaries Vendor's Group which is engaged in carrying on the Transferring Business is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended which materially restricts its freedom to carry on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging Transferring Business in any business or competing anywhere in part of the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise;such manner as it thinks fit. (E) “most favored nations” provisions;Save as set out in the Disclosure Letter and specifically referenced to this Warranty, no consent or agreement of any third party is required: (i) to effect the transfer of any US Business Asset (other than the benefit of a US Contract), any Business IPR or any domain name listed in SCHEDULE 14 (Domain Names); or (ii) to enable the relevant Designated Purchaser to perform any US Contract or IP Licence (excluding software licences) after Completion or to enable the Vendor or any member of the Vendor's Group to transfer, or to procure the transfer of, the benefit or burden of any US Contract or IP Licence (excluding software licences) to the relevant Designated Purchaser, in either case, in accordance with the terms of this Agreement. (F) The execution and delivery of this Agreement and the other than arising in Specified Agreements and the Ordinary Course performance by each relevant member of Business, material third-the Vendor's Group of its obligations hereunder and thereunder will not relieve any other party administration to a Material Contract with a Company of its obligations or other insurance policy administration relating enable the party to the Insurance Contracts;vary or terminate its rights or obligations under that Material Contract. (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to No member of the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations Vendor's Group is in breach of any Person under US Contract (excluding any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws US Contract relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a wholeIT Systems); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on Section 3.11(a) of the attached Schedule KSeller Disclosure Letter, neither no Target Company is party to any: (i) CBA; (ii) Contract, agreement or indenture relating to any Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any portion of their properties or assets (A) pursuant to which, any Target Company has incurred or may incur Indebtedness exceeding the Company nor Threshold Amount for which any of any Target Company will be liable following the Material Subsidiaries Closing, or (B) relating to any Liens on assets of any Target Company; (iii) guaranty of any Indebtedness or other material guaranty; (iv) Contract, lease or agreement under which it is a party to lessee of, or bound holds, uses or operates any real or personal property or assets owned by any executory contractother party, leasefor which the annual rental or payment commitment exceeds the Threshold Amount; (v) Contracts or group of related Contracts with any Top Customer or any Top Supplier; (vi) Contracts or agreements relating to the acquisition or disposition (whether by merger, license sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all of the assets of any Person by any Target Company since the Look-back Date or the future acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all of the assets of any Person by any Target Company or, pursuant to which any Target Company have any continuing “earn out” or other contingent payment obligations or any surviving material indemnification obligations; (vii) joint venture, partnership, limited liability company or similar agreement with any third party (whether written including any agreement providing for joint development or oral) that involves:marketing); (A) payments Contract pursuant to which any Target Company licenses, or is otherwise permitted by a third party to practice, use or register, or receive any other rights under, any material Intellectual Property Rights (other than “shrink wrap licenses,” “click through” licenses and licenses to off-the-shelf Software on standard commercial terms with fees of less than the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; Threshold Amount per year), (B) prohibiting Contract pursuant to which a third party licenses, or materially limiting is permitted to use or restricting the Company register, or granted any Material Subsidiary from freely engaging in other rights under, any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; Company-Owned IP Rights (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising non-exclusive licenses granted by a Target Company to customers in the Ordinary Course of Business), or (C) Contract affecting any joint ventureTarget Company’s ability to use, partnership enforce, or other cooperative arrangement disclose any material Intellectual Property Rights, such as covenant-not-to-sue, coexistence, consent-to-use, concurrent use, or similar arrangement involving a sharing of profits or otherwisesettlement agreements; (Eix) “most favored nations” provisionsdistribution, sales representative, marketing or similar Contract or agreement that required any Target Company to make commission payments under such agreement in excess of the Threshold Amount during the twelve (12)-month period ended on the Balance Sheet Date; (Fx) Contract or agreement pursuant to which any Target Company would be required to make, in the aggregate, capital expenditures in excess of the Threshold Amount; (xi) Contract or agreement that (a) materially limits the ability of any Target Company to compete in any line of business or with any product or with any Person or in any geographic area or market or during any period of time or (b) contains covenants that restrict the business activity of any Target Company in any material respect (other than arising non-disclosure agreements entered into in the Ordinary Course of Business); (xii) Contract or agreement that contains “most-favored-nation” obligations or restrictions, material third-party administration or other insurance policy administration relating rights of first refusal or offer or any similar requirement or right, in each case binding any Target Company in favor of any third party; (xiii) Contract or agreement where any Target Company is subject to the Insurance a requirement of exclusive dealing or any similar exclusivity obligation; (xiv) any interest, currency or hedging derivatives or similar Contracts; (Gxv) a capital maintenance contract, keepwell Contract or similar agreement pursuant to which any Person has agreed to contribute capital that limits the incurrence of Indebtedness or surplus to the Company declaration or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations payment of any Person under dividends or other distributions; (xvi) Contract or agreement that involves payment to or by any insurance contractTarget Company in excess of the Threshold Amount annually; (xvii) Contract or agreement whose termination (other than those termination by passage of time) would have a Seller Material Adverse Effect; (xviii) management agreement or other Contract for the employment or engagement of any Service Provider on a full time, part time, consulting or other basis that: (A) provides for annual compensation (whether cash and/or otherwise) which may exceed $150,000, (B) provides for the payment of any cash or other compensation or benefits upon or in connection with the consummation of the transactions contemplated by this Agreement, (C) provides for the payment of any cash or other compensation or benefits related to a retention, severance, transaction-based or change in control bonus or other similar Contract with any Service Provider or (D) restricts any Target Company’s ability to terminate the employment or engagement of any Service Provider at any time for any lawful reason or for no reason without penalty or Liability; or (Hxix) any material amendment, modification Contract or supplement in respect agreement that relates to the settlement of any Action (A) with any Governmental Authority since the Look-back Date; (B) that materially restricts or imposes obligations upon any Target Company; or (C) requires payment by an Target Company of more than the foregoingThreshold Amount after the date hereof. (iib) All Each Contract described in clauses (i) through (xix) of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, Section 3.11(a) is a “Material Contract”. Seller has provided to Purchaser true and correct copies of all Material Contracts, together with all supplements, amendments, waivers or other changes thereto. (c) are valid, binding and enforceable against the Neither any Target Company or the respective Material Subsidiary, as applicable, andnor, to the Knowledge of the CompanySeller’s Knowledge, each any other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, violation of or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, that with the passage notice or lapse of time or the giving of notice, or both, both would result in constitute a material defaultbreach of, breach violation of or event of noncompliancedefault under, any Material Contract by any Target Company, or, to Seller’s Knowledge, any counterparty. All Material Contracts are valid and in each such casefull force and effect and constitute legal, by the Company or any valid and binding obligations of the Material Subsidiaries under any such Material Contract. There applicable Target Company and, to Seller’s Knowledge, each counterparty, and are no outstandingenforceable against the applicable Target Company and, pendingto Seller’s Knowledge, or to the Knowledge counterparty thereto in accordance with their respective terms, except as enforceability may be limited by bankruptcy laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the Company, threatened material disputes with respect to any such Material Contract. True, correct availability of specific performance and complete copies of each Material Contract have been made available to the Purchasersother equitable remedies.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Initial Closing Purchase Agreements Agreement, the Second Closing Purchase Agreement or the Third Closing Purchase Agreement or as set forth on the attached Schedule KL, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K L (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached in Schedule K3.1(j) or Schedule 3.1(h)(i), neither the Company nor any of the Material Subsidiaries Subsidiary is a party to or bound by any executory contractContract of any kind which is to be performed, leaseor as to which the Company or any Subsidiary may have any right or obligation, license on or after the Closing Date other agreement (whether written or oral) that involvesthan: (A) payments by Contracts which have been entered into in the Company and/or any Material Subsidiary in excess ordinary course of $3 million during the 12 month period ended on the Closing Date;business consistent with past practice (including purchase orders, leases and general contracts relating to store construction); or (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement Contracts pursuant to which the Company or any Material Subsidiary has agreed Subsidiary, as the case may be, is or would be obligated to contribute capital expend, or surplus entitled to receive, less than $250,000 in any Person 12-month period or guarantee which is subject to cancellation by the obligations of Company or the Subsidiary, as the case may be, upon less than three months' notice, without incurring any Person under any insurance contract; or (H) any material amendment, modification expenditure and without penalty or supplement in respect of any of the foregoingincreased cost. (ii) All of the contracts, agreements, instruments Each Contract required to be disclosed in Schedule 3.1(j) and documents set forth each Lease Agreement identified as a significant Lease Agreement on the attached Schedule K 3.1(h)(i) (each, a “"Material Contract”") are valid, is a valid and binding and enforceable against agreement of the Company or the respective Material a Subsidiary, as applicablethe case may be, andand (assuming in the case of each Material Contract other than the Sami▇ Acquisition Agreements and the VisionWorks Acquisition Agreement the due authorization of parties other than the Company or such Subsidiary, to as the Knowledge of the Company, each other party thereto case may be) enforceable in accordance with their respective terms (except (A) as limited by applicable its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws similar laws of general application applicability affecting creditors' rights and to general equity principles, except, in the enforcement case of creditors’ rights generallyeach Material Contract (other than the Sami▇ ▇▇▇uisition Agreements and the VisionWorks Acquisition Agreement) for any failure of validity or enforceability which, (B) as limited by Laws relating to individually or in the availability of specific performanceaggregate, injunctive relief or other equitable remedies or (C) as would not be material reasonably likely to have a Material Adverse Effect. Except as set forth on Schedule 3.1(i), (i) the Company and its Subsidiaries have complied in all respects with all contractual and administrative requirements of insurers and other third party payors with whom the Company Subsidiariesand/or any of the Subsidiaries have or are conducting business, taken as except for any failure of compliance which, individually or in the aggregate, would not be reasonably likely to have a whole); providedMaterial Adverse Effect, that(ii) since January 3, for the avoidance of doubt1998, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither neither the Company nor any of Subsidiary, nor, to the Company's and the Management Sellers' knowledge, any other party thereto has terminated, cancelled or substantially modified any Material Subsidiaries Contract and, (iii) neither the Company nor any Subsidiary nor, to the Company's and the Management Sellers' knowledge, any other party thereto is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred , except for any default or breach which, with individually or in the passage of time or the giving of notice, or bothaggregate, would result in not be reasonably likely to have a material defaultMaterial Adverse Effect. Except as otherwise disclosed on Schedule 3.1(j), breach there are no Contracts between or event among any of noncompliancethe Company and/or any of the Subsidiaries, in each such caseon the one hand, by and any officer or director of the Company or any Subsidiary or any person owning five percent (5%) or more of the Material Subsidiaries under outstanding shares of Common Stock or Preferred Stock or any respective family member or affiliate of such Material Contract. There are no outstandingofficer, pendingdirector, stockholder or to note holder, on the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersother hand.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any Section 5R of the Material Subsidiaries is a party Disclosure Schedule lists the following agreements to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting which the Company or any Material Subsidiary from freely engaging in is a party or by which any business of their assets are bound: (i) any indenture, mortgage, note, bond or competing anywhere other evidence of Indebtedness, any loan, security, credit, factoring or similar agreement under which the Company or any Subsidiary has borrowed or may borrow money or issued any note, bond, indenture or other evidence of Indebtedness for more than $10,000 individually or $25,000 in the world aggregate or providing under which the Company or any Subsidiary has imposed (or may impose) a Lien on any of its respective assets, tangible or intangible (except for exclusivity in non-recourse notes relating to specific leases entered into by the Company or any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising Subsidiary in the Ordinary Course of Business, any joint venturein which case, partnership or other cooperative arrangement or similar arrangement involving the Company has made available to Purchaser a sharing sample of profits or otherwisesuch notes); (Eii) “most favored nations” provisionsany confidentiality, non-solicitation or non-competition agreement or any agreement which restricts, limits or prohibits the Company or any Subsidiary from entering into any new, or expanding any existing, line of business or any agreement which contains geographic or other limitations, prohibitions or restrictions on the Company's or any Subsidiary's ability to conduct business activities; (Fiii) other than arising any agreement under which the Company or any Subsidiary could have Liabilities after the Closing with any current or former directors, officers, and employees in the nature of an employment agreement, a consulting agreement or a severance agreement; (iv) any agreement under which the Company or any Subsidiary could have Liabilities in the future relating to the acquisition or disposition of material assets or properties by way of merger, consolidation, purchase, sale or otherwise, or granting to any Person a right at such Person's option to purchase or acquire any material asset or property, of the Company or any Subsidiary or any interest therein (not including dispositions of inventory in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts); (Gv) a any agreement for the construction, acquisition or modification of any land, building, structure, improvement, fixture or other fixed asset, or for the incurrence of any other capital maintenance contract, keepwell or similar expenditure involving amounts in excess of $500,000 in the aggregate; (vi) any agreement pursuant to which any Person has agreed to contribute capital or surplus to with the Company or any Material Subsidiary Subsidiary, on the one hand, and any officer, director, employee or any capital maintenance contract or similar agreement pursuant to which Affiliate of the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee Subsidiary, on the obligations of any Person under any insurance contractother hand; orand (Hvii) any material amendment, modification agreement not otherwise required to be disclosed pursuant to this Section 5R the consequences of a default or supplement termination thereunder would have a Material Adverse Effect. The Company has made available to Purchaser a correct and complete copy of each written agreement listed in respect of any Section 5R of the foregoing. (ii) All Disclosure Schedule and a written summary setting forth the terms and conditions of each oral agreement listed in Section 5R of the contracts, agreements, instruments and documents Disclosure Schedule. Except as set forth on in Section 5R of the attached Schedule K (eachDisclosure Schedule, a “Material Contract”) all such agreements are valid, binding and enforceable against obligations of the Company or the respective Material SubsidiaryCompany, as applicable, andin accordance with their terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or similar laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of equity. Neither the Company nor any Subsidiary is in default in the observance or the performance of any material term or obligation to be performed by it under any such agreement, and to the Knowledge of the Company, each no other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries Person is in material default under in the observance or in material breach of, or in receipt the performance of any written claim of material term or obligation to be performed by such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries Person under any such agreement, except where such default would not have a Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersAdverse Effect.

Contracts and Commitments. Schedule 4.19 attached hereto lists the following contracts and other agreements currently in effect to which an Acquired Company is a party: (a) any contracts, commitments, arrangements or understandings which (i) may involve the expenditure by an Acquired Company after the Closing Date of more than $150,000 for any individual contract, commitment, arrangement or understanding, (ii) was not entered into in the ordinary course of business or (iii) is not terminable by an Acquired Company by notice of not more than sixty (60) days for a cost less than $150,000. Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on Schedule 4.05(a), and with respect to the attached Schedule Ktransactions contemplated by Section 6.01(b), neither to Seller's knowledge with respect to such transactions, the Company nor legal enforceability after the Closing of the rights of the Acquired Companies under any contracts, commitments, arrangements or understandings to which they are a party will not be affected in any manner by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; (b) any agreement under which it has advanced or loaned any amount to any of the Material Subsidiaries is members of its board of directors or similar governing body, its officers or its employees; (c) any agreement containing a party covenant of Seller or any Acquired Company not to compete or bound by any executory contractother restriction on Seller's or any Acquired Company's ability to conduct the Music Business; (d) any agreement, lease, license contract or other agreement instrument under which (whether written i) any Person has directly or oralindirectly guaranteed or become surety for indebtedness, liabilities or obligations of an Acquired Company, or (ii) that involves:an Acquired Company has directly or indirectly guaranteed or become surety for indebtedness, liabilities or obligations of any Person (in each case other than endorsements for the purpose of collection in the ordinary course of business); (Ae) payments by the any agreement, contract or other instrument under which an Acquired Company and/or has, directly or indirectly, made any Material Subsidiary advance, loan, extension of credit (other than an account receivable) or capital contribution in excess of $3 million during the 12 month period ended on the Closing Date150,000 to, or other investment in, any Person; (Bf) prohibiting any agreement or materially limiting instrument providing for indemnification of any Person with respect to liabilities relating to any current or restricting the former business of an Acquired Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractpredecessor Person; or (Hg) except as provided in Section 4.18, any material amendmentother agreement, modification contract or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be instrument that is material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any operation of the Material Subsidiaries is in material default under Music Business. Seller has delivered or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in made available to Buyer a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies copy of each Material Contract have been made available written agreement listed in Schedule 4.19 attached hereto and a written summary setting forth the material terms and conditions of each oral agreement referred to the Purchasersin Schedule 4.19.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any Section 3.14 of the Material Subsidiaries is Disclosure Schedule sets forth a party to or bound by any executory contractlist of all of the following material agreements, leaseContracts and commitments that are currently in full force and effect, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant and to which the Company is a party or by which the Company or its assets are bound (excluding for the avoidance of doubt any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, such agreements, instruments contracts and documents set forth on commitments that have expired, have been terminated, or have been fully-performed, in each case, prior to the attached Schedule K date of this Agreement) (each, a “Material Contract”): (a) are validall employment or other compensatory Contracts providing for an annual base compensation in excess of $100,000 with or in respect of any employee, officer, director or independent contractor of the Company; (b) all employment or other compensatory Contracts providing for severance provisions or a transaction bonus, in each case, with or in respect of any employee, officer, director or independent contractor (or, to the extent that Company has continuing obligations under any such Contract, any former employee, officer, director or independent contractor) of the Company; (c) Contracts containing any covenant binding on the Company in the nature of a non-competition or exclusivity agreement or that otherwise limits or restricts the Company from competing or otherwise conducting the Business in any manner or place; (d) Contracts providing for payments to or by the Company (A) in excess of $200,000 in either of the past two (2) full fiscal years or (B) projected aggregate consideration in excess of $200,000 for the current fiscal year based on annualized year-to-date consideration; (e) Contracts granting a right of first refusal or first offer or similar right or provides for “exclusivity” or any similar requirement or includes a “preferred” or “most favored nation” provision, in each case in favor of any Person other than the Company; (f) Contracts containing any “change of control” provision that may be triggered or breached or violated by entering into this Agreement or the consummation of the transactions contemplated hereby; (g) Contracts (A) under which the Company is a licensee of or is otherwise granted by any Person any rights to use any Intellectual Property (other than non-exclusive licenses of commercially-available, non-customized, Software, licensed solely in object code form, used solely for the Company’s internal use, and enforceable against with a total replacement cost of less than $50,000) or (B) which provide for the development of any Intellectual Property for the Company; (h) Contracts under which the Company is a licensor or otherwise grants to any Person any rights to use any Company Intellectual Property (other than the Company’s Software licensed or provided on a hosted basis to customers on a non-exclusive basis in the ordinary course of business) or agrees to coexist with or consents to another Person’s use of Intellectual Property; (i) Contracts under which the Company has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of Indebtedness for borrowed or loaned money or any guarantee of such Indebtedness, in each case, relating to amounts in excess of $100,000; (j) Contracts that impose a Lien (other than a Permitted Lien); (k) joint venture agreements or other agreements involving the sharing of profits; (l) leases pursuant to which material tangible personal property is leased to or from the Company and which provide for payments by or to the Company of more than $50,000 per year; (m) any Contracts relating to capital expenditures with respect to the Company and involving future payments by the Company of more than $50,000 per year; and (n) any Contracts relating to the disposition of any material assets, properties, or rights of the Company (other than sales of inventory in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other person (other than purchases of inventory in the Ordinary Course of Business); (o) any Contracts relating to the granting by the Company of a power of attorney; (p) any Contracts that include, relate to or involve (A) indemnification by the Company of any Person (other than standard course of indemnification given in the Ordinary Course of Business), ‎(B)‎ a restriction of the solicitation, hiring, or engagement of any Person or the ‎solicitation of any customer of the Company or the respective Material any Subsidiary, or (C) any Affiliate or any family member of any Seller; (q) any Contracts that involve the ownership, license, right to use, or restriction regarding the use of any Intellectual Property or Intellectual Property right other than those solely for Open Source Software and/or Off-the-Shelf Software; (r) all Contracts relating to the settlement of any action or threatened action involving the Company at any time in the five (5) years prior to the Closing Date; (s) any Contract that cannot be cancelled or terminated ‎without penalty or ‎‎without more than ninety (90) days’ notice;‎ (t) any Contract requiring any source code of the Company to be escrowed or other agreement that could require or lead to the disclosure of any source code owned by the Company to a third party; (u) any Contract that involves any Governmental Authority; (v) any Contract that was not entered into in the Ordinary Course of Business and which create an obligation of the Company of more than $200,000 per year; or (w) any Key Contract. Except as applicableset forth in Section 3.14 of the Disclosure Schedule, with respect to all Material Contracts, the Company is not in breach thereof or default thereunder nor, to the Company’s Knowledge, is any other party to any such Material Contract in breach thereof or default thereunder, nor does any condition exist under any Material Contract or any event which, with the giving of notice or the lapse of time, would constitute such a Company breach or default, except for such breaches, defaults and events as to which requisite waivers or consents have been obtained. Each of the Material Contracts is a valid and binding obligation of the ‎Company, is in full force and effect, and, to the Knowledge of Company’s ‎Knowledge, is enforceable by the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcyits ‎terms.‎ The Company has not assigned, insolvencydelegated or otherwise transferred any ‎interests in any Material Contract‎. There are no material disputes pending or, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performanceCompany’s Knowledge, injunctive relief or other equitable remedies or (C) as would not be material to the Company threatened ‎under any ‎Material Contract‎, and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall has not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any ‎received written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, (or to the Knowledge of the Company’s Knowledge, threatened material disputes with respect oral) notice that any party to any such Material Contract. True‎Contract ‎intends to terminate, correct and complete copies cancel, re-negotiate, or materially modify the terms of each any ‎such Material Contract have been made available to the Purchasersother than in ‎the Ordinary Course of Business.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither Neither the Company nor any of the Material its Subsidiaries is a party to to, is bound or bound by affected by, or receives any executory contractbenefits under, leaseany agreement, license contract or other agreement legally binding understanding, whether oral or written: (whether written or orali) that involves: providing for (A) aggregate noncontingent payments by or to the Company and/or or any Material Subsidiary of its Subsidiaries in excess of $3 million during the 12 month period ended on the Closing Date; 100,000 or (B) prohibiting potential payments by or materially limiting or restricting to the Company or any Material Subsidiary from freely engaging of its Subsidiaries reasonably expected to exceed $250,000; (ii) limiting the freedom of the Company to engage in any line of business or competing anywhere in the world sell, supply or providing for exclusivity distribute any service or product, or to compete with any entity or to conduct business in any business linegeography, geographic area or otherwise; to hire any individual or group of individuals; (Ciii) Indebtedness involving liabilities that after the Effective Time would have the effect of limiting in excess any respect the freedom of $5 million; Parent or any of its Subsidiaries (D) other than arising the Company and its Subsidiaries) to engage in the Ordinary Course any line of Businessbusiness or sell, supply or distribute any service or product, or to compete with any entity or to conduct business in any geography, or to hire any individual or group of individuals; (iv) involving any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; arrangement; (Ev) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; borrowing of money or the guarantee of any such obligation (Gother than trade payables and instruments relating to transactions entered into in the ordinary course of business); (vi) a capital maintenance contractcontaining severance or termination pay Liabilities related to termination of employment; (vii) related to product supply, keepwell manufacturing, distribution or similar agreement development; (viii) relating to the acquisition, transfer, development or sharing of any Intellectual Property (except for any Company contracts pursuant to which (1) any Person has agreed to contribute capital or surplus Intellectual Property is licensed to the Company or any Material Subsidiary of its Subsidiaries under any third party software license generally available to the public or (2) any material Intellectual Property is licensed by the Company or any capital maintenance contract of its Subsidiaries in the ordinary course of business pursuant to which the Company's Software is licensed to a third-party customer, (3) commercially available over-the-counter "shrink-wrap" licenses are used by the Company or any of its Subsidiaries in the operation of its business, or (4) non-negotiated licenses of third party Intellectual Property are embedded in equipment or fixtures and are used by the Company or any of its Subsidiaries for internal purposes only); (ix) which provide for indemnification by the Company of any officer, director or employee of the Company; (x) containing "standstill" or similar agreement provisions to which the Company is subject and restricted; (xi) pursuant to which the Company or any Material Subsidiary of the Company has agreed to contribute capital any obligations or surplus to any Person liabilities (whether absolute, accrued, contingent or guarantee the obligations of any Person under any insurance contract; or (H) any material amendmentotherwise), modification as guarantor, surety, co-signer, endorser, co-maker, or supplement otherwise in respect of any obligation of any Person, or any capital maintenance, keep-well or similar agreements or arrangements in any such case which, individually is in excess of $100,000; (xiii) involving the lease of real property with aggregate annual rent payments in excess of $100,000; (xiii) to which the Company or any Subsidiary of the foregoingCompany is a party and pursuant to which any person is authorized to use or has an option to obtain the right to use any material Company Intellectual Property, including any material license or sublicense of Company Intellectual Property; (xiv) pursuant to which the Company or any of its Subsidiaries is authorized to use any material Intellectual Property of any Third Party (except for any Company contracts pursuant to which (1) any Intellectual Property is licensed to the Company or any of its Subsidiaries under any third party software license generally available to the public or (2) licenses in which either the aggregate noncontingent payments by the Company are not in excess of $100,000 or the potential payment to or by the Company is not expected to exceed $250,000); or (xv) otherwise required to be filed as an exhibit to an Annual Report on Form 10-K, as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Each contract of the type described in the immediately preceding sentence is referred to herein as a "Company Material Contract." The Company has heretofore made available to Parent a complete and correct copy of each Company Material Contract, including any amendments or modifications thereto. (iib) All of the contracts, agreements, instruments Each Company Material Contract is valid and documents set forth binding on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, its Subsidiary party thereto and, to the Knowledge of the Company, each other party thereto thereto, and is in full force and effect, and is enforceable against the Company in accordance with their respective its terms and, to the Knowledge of the Company, against each other party thereto (except (A) as limited by applicable bankruptcyin each case, insolvency, reorganization, moratorium and other Laws subject to laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to bankruptcy, insolvency and the availability relief of debtors and rules of law governing specific performance, injunctive relief or relieve and other equitable remedies or (C) remedies), and the Company and each of its Subsidiaries have performed in all material respects all obligations required to be performed by them under each Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract has performed in all material respects all obligations required to be performed by it under such Company Material Contract, except, in each case, as would not reasonably be material expected to the have a Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional ClosingAdverse Effect. Neither the Company nor any of the Material its Subsidiaries is in material default under or in material breach knows of, or in receipt of has received notice of, any written claim of such material violation or default under (or material breach, under any Material Contract. No event has occurred which, condition that with the passage of time or the giving of notice, or both, would result in cause such a material default, breach violation of or event of noncompliance, in each such case, default under) any Company Material Contract or any other agreement or contract to which it is a party or by the Company which it or any of the its properties or assets is bound, except for violations or defaults that would not reasonably be expected to have a Company Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to Adverse Effect. (c) To the Knowledge of the Company, threatened no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time), would reasonably be expected to: (a) result in a material disputes with respect to violation or breach of any such provision of any Company Material Contract. True; (b) give any Person the right to declare a default or exercise any remedy under any Company Material Contract; (c) give any person the right to receive or require a material rebate, correct and complete copies chargeback, penalty or change in delivery schedule under any Company Material Contract; (d) give any Person the right to accelerate the maturity or performance of any Company Material Contract; or (e) give any Person the right to cancel terminate or modify any Company Material Contract, in each case, in a manner that would reasonably be expected to have a Company Material Contract have been made available to the PurchasersAdverse Effect.

Contracts and Commitments. (a) Schedule 5.6 sets forth a complete and accurate list of Contracts in the following categories (collectively, the “Material Contracts”): (i) Except all employment agreements and severance agreements, including, without limitation, agreements (A) to employ or terminate any Employee or (B) that will result in any severance, termination, “golden parachute,” or other similar payments to any present or former Employee following termination of employment or otherwise as expressly a result of the consummation of the transactions contemplated by this Agreement; (ii) all franchise, the Prior Purchase Agreements license, technical assistance, commission, consulting, agency or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party advertising contracts related to or bound by any executory contractuseful in connection with the Acquired Assets and/or the Business; (iii) all contracts or commitments relating to commission arrangements with others; (iv) all promissory notes, leaseloans, license agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other agreement (instruments relating to an obligation to pay money, whether written Seller shall be the borrower, lender or oral) that involves:guarantor thereunder or whereby any Acquired Assets are pledged; (Av) any agreement concerning confidentiality or non-competition; (vi) all purchase, supply, distribution and sales Contracts which are not cancelable on thirty (30) calendar days’ notice; (vii) any other Contract involving payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date10,000 annually; (Bviii) prohibiting any Contract between Seller and any Affiliate, partner, officer, director, or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseemployee of Seller; (Cix) Indebtedness involving liabilities any service Contract affecting any of the Acquired Assets which has an unexpired term as of the Closing Date in excess of $5 million30 days; (Dx) other than arising in any lease or sublease relating to the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (Exi) “most favored nations” provisionseach Contract not denominated in U.S. dollars; (Fxii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than arising in the Ordinary Course ordinary course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contractsbusiness; (Gxiii) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to other Contract that was not entered into in the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations ordinary course of any Person under any insurance contractbusiness; orand (Hxiv) any material each amendment, supplement and modification (whether oral or supplement written) in respect of any of the foregoing. (iib) All of the contracts, agreements, instruments and documents Except as set forth on the attached Schedule K 5.6, (each, a “Material Contract”i) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge all of the CompanyMaterial Contracts are in full force and effect and constitute legal, each valid and binding obligations of Seller and the other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generallyparties thereto, (Bii) as limited by Laws relating Seller has fulfilled, or taken all action necessary to the availability enable it to fulfill when due, all of specific performance, injunctive relief or other equitable remedies or its obligations under each such Material Contract and (Ciii) as would Seller is not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor in default under any of the Material Subsidiaries is in material Contracts. Seller has not received any notice of cancellation or termination or any notice of default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event Seller has occurred which, furnished Buyer with the passage true and correct copies of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstandingContracts set forth on Schedule 5.6, pending, or to the Knowledge of the Company, threatened material disputes together with respect to any such Material Contract. True, correct all amendments and complete copies of each Material Contract have been made available to the Purchaserssupplements thereto.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K4.13, neither the Company nor any of the Material its Subsidiaries is a party to or bound by any executory any: (1) customer contract, lease, license obligation or other agreement commitment (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary which involves an unfulfilled obligation to provide goods or services valued in excess of $3 million during the 12 month period ended on the Closing Date; 100,000 to any other party; (B2) prohibiting contract, obligation or materially limiting commitment (whether written or restricting oral) involving an obligation to make payments in excess of $100,000 to any other party; (3) exclusive license agreements; (4) employment contracts; (5) stock redemption or purchase agreements; (6) loan agreements; (7) capital lease or other financing agreements; (8) agreements with any officers, directors, or stockholders of the Company or any Material Subsidiary from freely engaging in any business of its Subsidiaries or competing anywhere in the world persons or providing for exclusivity in any business line, geographic area organizations related to or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to affiliated with the Company or any Material Subsidiary of its Subsidiaries; (9) leases; (10) powers of attorney; (11) pension, profit-sharing, retirement or any capital maintenance stock option plans; or (12) other material contract or similar agreement pursuant to which not executed in the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) ordinary course. All of the such contracts, agreements, instruments leases and documents set forth on instruments, assuming the attached Schedule K (eachdue authorization, a “Material Contract”) execution and delivery thereof by each of the other parties thereto, are validvalid and in full force and effect and constitute legal, valid and binding and enforceable against obligations of the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto its Subsidiaries and are enforceable in accordance with their respective terms except as such enforceability may be limited (except (Ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other Laws of general application similar laws affecting the enforcement of creditors’ rights generally, (Bii) as by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) to the extent that rights to indemnification and contribution may be limited by Laws the federal or state securities laws or public policy relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, thereto. Except for the avoidance express terms of doubtsuch agreements, “there is no basis for the termination, expiration or modification of any such agreements within one year from the date hereof, which termination, expiration or modification would have a Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional ClosingAdverse Effect. Neither the Company nor any of the Material its Subsidiaries is in material default under any contract, obligation or in material breach ofcommitment set forth on Schedule 4.13, and to the Company’s knowledge, there is no state of facts which upon notice or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage lapse of time or both would constitute such a default, except for defaults which, singly or in the giving of noticeaggregate, or both, would are not likely to result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersAdverse Effect.

Contracts and Commitments. (ia) Except as expressly contemplated by this AgreementSchedule 3.17 contains a complete and accurate list of all ------------- contracts, the Prior Purchase Agreements or as set forth on the attached Schedule Kagreements, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contractcommitments, lease, license or other agreement instrument and obligations (whether written or oral, contingent or otherwise) that involves:of Sellers relating to Sellers' Business concerning the following matters (the "Sellers Agreements"): (Ai) payments by the Company and/or lease (as lessee or lessor) or license (as licensee or licensor) of any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Datereal or personal property (tangible or intangible); (Bii) prohibiting the employment or materially engagement of any officer, director, employee, consultant or agent; (iii) any arrangement for bonuses or incentive compensation, de- ferred compensation, supplemental retirement payments or the like; (iv) any plan, contract or arrangement providing for insurance for any officer or employee or member of his or her family (other than conventional life, health, accident or similar plans available to Sellers' employees generally); (v) any arrangement limiting or restricting the Company or any Material Subsidiary from freely engaging freedom of Sellers to compete in any manner in any line of business or competing anywhere in the world requiring Sellers to share revenues or providing for exclusivity in profits; (vi) any business line, geographic area arrangement that could reasonably be anticipated to have a material adverse effect on Sellers' operation of Sellers' Business financial or otherwise; (Cvii) Indebtedness involving liabilities in excess of $5 million; (D) other than arising any arrangement not in the Ordinary Course of Business, Business and any joint venture, partnership agreement for the purchase or other cooperative arrangement or similar arrangement involving a sharing sale of profits or otherwise;real estate; and (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (Hviii) any material amendment, modification other arrangement that requires performance for a period of more than 90 days or supplement that requires payments in respect excess of any of the foregoing$5,000. (iib) All Sellers have delivered to RCGSE true and complete copies of the contracts, agreements, instruments all Sellers Agreements. The Sellers Agreements are valid and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto effec- tive in accordance with their respective terms (except (A) as limited by applicable bankruptcyterms, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would there is not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor under any of the Material Subsidiaries is in material such Sellers Agreements (i) any existing or claimed default under by Sellers or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, which with the passage notice or lapse of time or the giving of noticetime, or both, would result in constitute a material defaultbreach by Sellers, breach or (ii) any existing or claimed default by any other party or event which with notice or lapse of noncompliancetime, in each or both, would constitute a default by any such caseparty. Except with respect to the consents and/or waivers to be obtained by Sellers, by the Company or any continuation, validity and effective- ness of the Material Subsidiaries Sellers Agreements will not be affected by their assignment to RCGSE nor will the assignment constitute an event of default under any Sellers Agreement. All Sellers Agreements are assignable to RCGSE either without consent of any Person or with consent and such Material Contractconsent will be obtained prior to Closing and all Sellers Agreements will be binding on RCGSE according to their terms after the Closing. There are Sellers have no outstanding, pending, or to the Knowledge of the Companyany actual or threatened termination, cancellation or limitation of any Sellers Agreements that would have an adverse effect on Sellers, financial or otherwise. Sellers have no Knowledge of any pending or threatened material disputes bankruptcy, insolvency or similar proceeding with respect to any such Material Contract. True, correct other party to the Sellers Agreements. (c) DCAMS has delivered to RCGSE a true and complete copies copy of each Material Contract have been made available the In-patient Agreement. The In-patient Agreement is valid and effective in accordance with its terms, and there is not under the In-patient Agreement (i) any existing or claimed default by DCAMS or event which with the notice or lapse of time, or both, would constitute a breach by DCAMS, or (ii) any existing or claimed default by any other party or event which with notice or lapse of time, or both, would constitute a default by any such party. The continuation, validity and effectiveness of the In-patient Agreement will not be affected by its assignment to RCGSE nor will the assignment constitute an event of default under the In-patient Agreement provided that RCGSE remains bound by and adheres to the Purchasersterms of the In-patient Agreement under the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit B. The In-patient Agreement is --------- assignable to RCGSE without consent of any Person and will con- tinue to be binding according to its terms after the Closing. There is no actual or threatened termination, cancellation or limitation of the In-patient Agreement.

Contracts and Commitments. (ia) Except as expressly contemplated by this AgreementSchedule 2.12 sets forth a true, the Prior Purchase Agreements complete and correct list (including all amendments, modifications or as set forth on the attached Schedule K, neither the Company nor any supplements with respect thereto) of the Material Subsidiaries following agreements (written or oral) to which any Seller is a party to the extent any such agreement (i) is currently in effect or bound (ii) has been terminated on or prior to the date hereof but contains provisions that survived such termination and such provisions are currently in effect (other than provisions that customarily survive such termination and do not relate to the principal business purpose of such agreement and which do not create any material or ongoing financial or other liability to NaviSite): (i) any loan agreement, note, mortgage, indenture, security agreement and other agreement and instrument relating to the borrowing of money; (ii) any agreement (or group of related agreements) between any Seller and any Top Customer or Top Vendor; (iii) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company (other than the Organizational Documents of the Sellers); (iv) any agreement (or group of related agreements) under which any Seller has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations and operating lease commitments) involving more than $20,000 or under which it has imposed (or may impose) an Encumbrance on any of the assets, tangible or intangible, of any Seller or the Businesses; (v) any agreement for the disposition of any portion of the assets of the Sellers or the Businesses (other than sales in the ordinary course of business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases in the ordinary course of business); (vi) any agreement concerning non-competition, exclusivity, non-solicitation, non-recruitment or other such covenants that restricts any conduct of any business by any executory contractSeller, leasein each case with respect to geographical area of operations or scope or type of business of any Seller, license or other agreement (whether written or oral) that involves: than (A) non-competition agreements entered into between any Seller and its employees or consultants and which do not restrict any Seller with respect to non-competition or (B) customer contracts and non-disclosure agreements with standard non-solicitation of employee provisions; (vii) any employment or consulting agreement (other than offer letters for at-will employment for employees that do not provide for any severance benefit upon such employee’s termination); (viii) any collective bargaining or similar agreement; (ix) any agreement involving any current officer, employee, director or shareholder of any Seller or consulting agreement with an individual involving payments by the Company and/or any Material Subsidiary Seller in excess of $3 million during 50,000 per annum other than agreements entered into in connection with the 12 month period ended on the Closing Dateissuance and exercise of options; (Bx) prohibiting any buy-sell or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwisebarter agreement; (Cxi) Indebtedness involving liabilities any derivative contract and other hedging arrangement; (xii) any acquisition agreement, by means of asset purchase, merger, stock purchase, asset purchase, consolidation or other similar transaction, of a person or business by any Seller (each, an “Acquisition”); and (xiii) any other material agreement, including a guarantee, not entered into in the ordinary course of business or that requires the payment by any Seller in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing20,000. (iib) All of the contracts, agreements, agreements and instruments and documents set forth on required to be listed in Schedule 2.12 (the attached Schedule K (each, a “Material ContractContracts”) are validvalid and are in full force and effect and constitute legal, valid and binding and enforceable against obligations of the Company or the respective Material Subsidiary, as applicable, Sellers and, to the Knowledge knowledge of the CompanySellers, each of the other party thereto parties thereto, and are enforceable in accordance with their respective terms (except (A) as limited by subject, in each case, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other Laws of general application similar laws relating to or affecting the enforcement rights of creditors’ rights generallycreditors generally and general principles of equity. The Sellers have no knowledge of, (B) as limited by Laws relating and have not received, any notice regarding termination of any Material Contracts and the Sellers have no knowledge of any Top Customer which has indicated that it intends to terminate any Material Contract or not renew upon its expiration. No Seller is in default and to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any knowledge of the Material Subsidiaries Sellers, no other party is in material default under or in material breach of, or in receipt complying with any provisions of any written claim of such material default or material breach, under any Material Contract. No , and to the knowledge of the Sellers, no condition or event has occurred or fact exists which, with the passage notice, lapse of time or the giving of notice, or both, would result in could constitute a material default, breach default thereunder on the part of any Seller. The Sellers have delivered or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or made available to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. TrueNaviSite a true, correct and complete copies copy of each of the Material Contract have been made available to the PurchasersContracts. (c) Sellers are not in material default under any Assumed Obligation.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K4.09, neither the Company nor any of the Material Subsidiaries is not a party to or bound by any executory contractany, lease, license or other agreement (whether written or oral) that involves: (Ai) payments by collective bargaining Contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, or stock purchase, stock option or similar plan, other than as set forth on Schedule 4.12; (iii) Contract for the Company and/or employment of any Material Subsidiary officer, individual employee or other person on a full-time or consulting basis providing for base compensation in excess of $3 million during the 12 month period ended on the Closing Date35,000 per annum; (Biv) prohibiting Contract providing for severance payments in excess of $25,000; (v) Contract evidencing, securing or materially limiting otherwise relating to Indebtedness or restricting to mortgaging, pledging or otherwise placing a Lien on any portion of the assets of the Company; (vi) guaranty of any Indebtedness; (vii) Contract under which it is lessee of, or holds or operates, any real or tangible personal property owned by any other Person; (viii) Contract under which it is lessor of or permits any third-party to hold or operate any tangible property, real or personal; (ix) Contract in excess of $100,000 with any (x) Major Customer to provide goods, services, or products or (y) Major Supplier to purchase goods, services, or products; (x) Contract which prohibits the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseworld; (Cxi) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving Contract containing a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract standstill or similar agreement pursuant to which the Company or any Material Subsidiary has agreed not to contribute capital acquire assets or surplus securities of any other party; (xii) Contract providing for the indemnification by the Company of any Person, except for any such Contract that (x) is not material to the Company and (y) was entered into in the ordinary course of business consistent with past practice; (xiii) Contract that contains a put, call or similar right pursuant to which the Company could be required to purchase or sell, as applicable, any equity interests of any Person or guarantee the obligations assets that have a fair market value or purchase price of more than $50,000; (xiv) Contract with any Person under (other than purchase orders entered into in the ordinary course of business) that is reasonably likely to require either (x) annual payments to or from the Company of more than $100,000 or (y) aggregate payments to or from the Company of more than $100,000; (xv) Contracts creating any insurance contractpartnership or joint venture or similar arrangement involving the sharing of profits or losses; (xvi) Contracts containing exclusivity or “most-favored-nations” provisions; (xvii) any agreement (including confidentiality, non-compete, non-solicitation and restrictive covenant agreements) that purports to limit the Company’s (or, to the Company’s Knowledge, any of its employees’ or independent contractors’) freedom to compete and engage in business freely in any line of business or in any geographic area; or (Hxviii) Contracts with any material amendmentRelated Party. Except as identified on Schedule 4.09 with respect to limitations imposed by confidentiality commitments under applicable law, modification or supplement in respect true and complete copies of any of each written Contract listed on Schedule 4.09 have been made available to the foregoingBuyer (including all modifications, amendments and supplements thereto). (iib) All Each of the contracts, agreements, instruments Contracts listed on Schedule 4.09 is a valid and documents set forth on binding obligation of the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicableCompany, and, to the Knowledge of the Company, each is valid, binding, and enforceable against the other party thereto parties thereto, enforceable in accordance with their respective terms (its terms, except (A) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application relating to or affecting the enforcement of creditors’ rights generallyand general principles of equity. Except as set forth on Schedule 4.09, (Bi) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance has performed all of doubt, “Material Contracts” shall not include any contract that will its material obligations required to be fully performed or satisfied as of or prior to the Initial Closing, or, if date of this Agreement under, and is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is not in material default under (or, to the Company’s Knowledge, is not alleged to be in breach of or in material breach ofdefault under), or in receipt of any written claim of such material default or material breachContract listed on Schedule 4.09, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or (ii) to the Knowledge of the Company, each other party to each of the Contracts listed on Schedule 4.09 is not in material default thereunder, and (iii) to the Company’s Knowledge, no event has occurred which with notice or lapse of time would constitute a breach or default in any material respect by the Company or by any such other party thereto, or permit termination, modification or acceleration, under such Contract. There has been no termination or notice of default received by the Company or, to the Knowledge of the Company, any threatened material disputes with respect termination or notice of default under any Contract listed on Schedule 4.09. (c) Except as otherwise set forth on Schedule 4.09(c), the Company is not a party to or bound by any Contract or Contracts the terms of which were arrived at by or otherwise reflect less-than-arm’s-length negotiations or bargaining. Except as set forth on Schedule 4.09(c), no Affiliate of the Company is a party to any such Material Contract. True, correct and complete copies of each Material Contract have been made available relating to the PurchasersBusiness. Each Contract of the Company relates solely to the Business (and not to any other business in which the Company or the Seller or any of their Affiliates may be engaged).

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, Section 3.17 of the Prior Purchase Agreements or as set forth on Disclosure Schedule lists the attached Schedule K, neither following agreements to which the Company nor or any of the Material its Subsidiaries is a party to or bound by which any executory contract, lease, license or other agreement (whether written or oral) that involvesof their assets are bound: (Aa) payments by the Company and/or any Material Subsidiary in excess indenture, mortgage, note, bond or other evidence of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting Indebtedness, any loan, security, credit, factoring or materially limiting or restricting similar agreement under which the Company or any Material Subsidiary from freely engaging in of its Subsidiaries has borrowed or may borrow money or issued any business note, bond, indenture or competing anywhere other evidence of Indebtedness for more than $50,000 individually or $100,000 in the world aggregate or providing for exclusivity in under which the Company or any business lineof its Subsidiaries has imposed (or may impose) a Lien on any of its respective assets, geographic area tangible or otherwiseintangible; (Cb) Indebtedness involving liabilities in excess any confidentiality, non-solicitation or non-competition agreement or any agreement which restricts, limits or prohibits the Company or any of $5 millionits Subsidiaries from entering into any new, or expanding any existing, line of business or any agreement which contains geographic or other limitations, prohibitions or restrictions on the Company’s or any of its Subsidiaries’ ability to conduct business activities; (Dc) other than arising any agreement under which the Company or any of its Subsidiaries could have Liabilities after the Closing with any current or former directors, officers, and employees in the nature of an employment agreement, a consulting agreement or a severance agreement; (d) any collective bargaining agreement with any labor union; (e) any agreement under which the Company or any of its Subsidiaries could have Liabilities in the future relating to the acquisition or disposition of material assets or properties by way of merger, consolidation, purchase, sale or otherwise, or granting to any Person a right at such Person’s option to purchase or acquire any material asset or property, of the Company or any of its Subsidiaries or any interest therein (not including dispositions of inventory in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise); (Ef) “most favored nations” provisionsany agreement for the construction, acquisition or modification of any land, building, structure, improvement, fixture or other fixed asset, or for the incurrence of any other capital expenditure involving amounts in excess of $100,000 in the aggregate; (Fg) any agreement with the Company or any of its Subsidiaries, on the one hand, and any officer, director, employee or Affiliate of the Company or any of its Subsidiaries, on the other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contractshand; (Gh) a capital maintenance contractany settlement, keepwell conciliation or similar agreement; and (i) any agreement not otherwise required to be disclosed pursuant to which any Person has agreed to contribute capital this Section 3.17 the consequences of a default or surplus termination thereunder would result in material Liabilities to the Company or any of its Subsidiaries or otherwise reasonably be expected to have a Material Subsidiary or any capital maintenance contract or similar Adverse Effect. The Company has made available to the Purchasers Representative a correct and complete copy of each written agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement listed in respect of any Section 3.17 of the foregoing. (ii) All Disclosure Schedule and a written summary setting forth the terms and conditions of each oral agreement listed in Section 3.17 of the contracts, agreements, instruments and documents Disclosure Schedule. Except as set forth on in Section 3.17 of the attached Schedule K (eachDisclosure Schedule, a “Material Contract”) all such agreements are valid, binding and enforceable against obligations of the Company or the respective Material Subsidiaryits Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (terms, and except (A) as limited specifically contemplated by applicable bankruptcythis Agreement, insolvency, reorganization, moratorium will remain in full force and other Laws of general application affecting effect as to all parties thereof following the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material its Subsidiaries is in material default under in the observance or in material breach of, or in receipt the performance of any written claim of such material default term or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, obligation to be performed by the Company or any of the Material Subsidiaries it under any such Material Contract. There are no outstandingagreement, pending, or and to the Knowledge of the Company, threatened no other Person is in default in the observance or the performance of any material disputes with respect term or obligation to be performed by such Person under any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersagreement.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Contracts. Schedule K, neither 3.9.(a) of the Company nor any Disclosure Letter sets forth a complete and accurate list of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant all Contracts to which the Company or Protonex LLC is a party or by which the Company or Protonex LLC or their assets are bound (including oral agreements) of the following categories: (i) Contracts not made in the ordinary course of business that are not otherwise required to be disclosed pursuant to clauses (ii)-(xviii) below; (ii) all agreements, programs, policies, arrangements or other Contracts for the employment or engagement of any Material Subsidiary has agreed current or former officer, employee or Contingent Worker on a full time, part time, consulting or other basis; (iii) All employee benefit plans and compensation plans or arrangements, including ERISA plans and non-ERISA plans, employee stock purchase plans, stock option plans, and other equity incentive compensation arrangements; (iv) Contracts containing covenants (including confidentiality provisions if applicable) limiting the freedom of the Company or Protonex LLC (or any of their subsidiaries) to contribute capital or surplus to engage in any line of business, expand the geographical scope of business anywhere in the world, compete with any Person or guarantee that otherwise have the obligations effect of restricting in any material respect the Company or Protonex LLC (or any of their subsidiaries) from the development, manufacture, marketing or distribution of products and/or services, including without limitation, non-competition, non-solicitation and standstill obligations, or any contract, agreement or arrangement containing any exclusivity, noncompetition or most favored pricing terms to which the Company or Protonex LLC is subject; (v) Contracts containing restrictive covenant agreements (including confidentiality, non-competition, and non-solicitation) between the Company or Protonex LLC and any employee or Contingent Worker of the Company or Protonex LLC; (vi) Contracts with any Company Stockholder, any Affiliate of any Person under Company Stockholder or any insurance contract; orother Affiliate of the Company or Protonex LLC (“Affiliate Agreements”); (Hvii) Contracts exceeding $50,000 relating to the manufacture, distribution and shipment of the Products to the Company’s or Protonex LLC’s customers; (viii) options with respect to any property, real or personal, whether the Company or Protonex LLC shall be the grantor or grantee thereunder; (ix) Contracts involving future expenditures or Liabilities that have generated or are reasonably expected to generate more than $200,000 in expense during the twenty-four month period beginning twelve (12) months prior to the Interim Balance Sheet Date and ending twelve (12) months after the Interim Balance Sheet Date; (x) Contracts that have generated or are reasonably expected to generate more than $200,000 in revenue in any consecutive twelve (12) month period during the twenty four month period beginning twelve (12) months prior to the Interim Balance Sheet Date and ending twelve (12) months after the Interim Balance Sheet Date; (xi) Contracts or commitments relating to commission arrangements with any officer, individual employee, consultant or other Person; (xii) promissory notes, loans, indentures, evidences of Indebtedness, letters of credit, guarantees, or other instruments or agreements relating to an obligation to pay money, whether the Company or Protonex LLC shall be the borrower, lender or guarantor thereunder or whereby any assets of the Company or Protonex LLC are pledged (excluding credit provided by the Company or Protonex LLC in the ordinary course of business to purchasers of the Company’s or Protonex LLC’s services or products); (xiii) any Contract with the United States, state or local government or any agency or department thereof; (xiv) Leases of real property; (xv) Leases of personal property not cancelable (without Liability) within 30 calendar days; (xvi) written warranties, guaranties and or other similar undertakings with respect to contractual performance extended by the Company or Protonex LLC, except as set for the on Schedule 3.33 of the Company Disclosure Letter; (xvii) joint venture, partnership and other Contracts (however named) involving a sharing of profits, losses costs or Liabilities by the Company or Protonex LLC with any other Person; and (xviii) material amendmentContracts relating to the development, modification ownership, use or supplement in respect licensing of any patents, trademarks, copyrights, or other Intellectual Property, including agreements with current or former employees, consultants, or contractors regarding the disposition, development, appropriation or the nondisclosure of any of the foregoing. (ii) All Intellectual Property of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of Protonex LLC other than the Company’s standard form of Non-Disclosure, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium Non-Solicitation and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating Invention Assignment Agreement. The Company has delivered or made available to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. TrueParent true, correct and complete copies of each all of the Contracts listed on Schedule 3.9.(a) of the Company Disclosure Letter, including all amendments and supplements thereto. All Contracts and Leases listed (or required to be listed) on Schedule 3.9.(a) are referred to herein as “Material Contract have been made available to the PurchasersContracts.”

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, Section (a) of the Prior Purchase Agreements or as set forth on Contracts Schedule lists each employment agreement with the attached Schedule K, neither Temporary Personnel whose base annual compensation in 2019 was in excess of $200,000 (including all written amendments thereto) to which the Company nor or any of the Material its Subsidiaries is a party (collectively, the "Temporary Personnel Contracts"). (b) Each Billable Staffing Independent Contractor has entered into an agreement with EdgeRock Technologies, LLC in materially the form attached to or bound by any executory contractsection (b) of the Contracts Schedule (collectively, lease, license or other agreement the "Billable Staffing Independent Contractor Contracts"). (c) Section (c) of the Contracts Schedule lists the following agreements (whether written or oraloral and including all amendments and supplements thereto) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting to which the Company or any Material Subsidiary from freely engaging in any business of its Subsidiaries is a party or competing anywhere in the world beneficiary or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to by which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary of its Subsidiaries or any of their respective properties or assets is bound or otherwise obligated, which is not listed in Sections (a) or (b) of the Contracts Schedule (collectively with the agreements and policies listed in Sections (a) and (b) of the Contracts Schedule, the "Business Contracts"): (i) agreements evidencing, securing or otherwise relating to any Indebtedness for which the Company or any of its Subsidiaries is, directly or indirectly, liable; (ii) capital maintenance contract or similar agreement operating leases or conditional sales agreements relating to vehicles, equipment or other assets of the Company or its Subsidiaries; (iii) agreements pursuant to which the Company or any Material Subsidiary has agreed of its Subsidiaries is entitled or obligated to contribute capital either acquire any material assets from, or surplus sell any material assets to, a third Person; (iv) employment or consulting agreements providing for annual base salary or annual fees in excess of one hundred thousand dollars ($100,000), or collective bargaining agreements or arrangements with respect to employees of the Company or its Subsidiaries; (v) other than purchase orders entered into in the ordinary course of business, any contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (vi) other than purchase orders entered into in the ordinary course of business, any contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (vii) material contracts relating to the licensing of material Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case, other than (A) licenses for commercially available, off‑the‑shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (viii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or guarantee material line of business entered into during the obligations past three (3) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person under any insurance contractor material line of business; or (Hix) any material amendmentstock purchase, modification stock option or supplement in respect of similar plan; and (x) any of the foregoingjoint venture, strategic alliance, revenue sharing, partnership or similar contract. (iid) All The Company has made available to the Purchaser a true, correct and complete copy of each written Business Contract. To the contractsCompany's knowledge, agreementsthere are no material oral Business Contracts. Assuming receipt of all consents, instruments approvals and documents set forth on authorizations as contemplated by the attached Schedule K (eachAuthorization Schedule, each Business Contract is in full force and effect, and is a “Material Contract”) are validlegal, valid and binding and enforceable against obligation of the Company or a Subsidiary of the respective Material Subsidiary, as applicableCompany which is party thereto, and, to the Knowledge knowledge of the Company, of the other parties thereto enforceable against each other party thereto of them in accordance with their respective terms (except (A) as limited by applicable its terms, in each case, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by similar Laws relating to or affecting creditors' rights or to general principles of equity. Assuming receipt of all consents, approvals and authorizations as contemplated by the availability of specific performanceAuthorization Schedule, injunctive relief or other equitable remedies or (C) except as would not be material to expressly set forth on the Company and the Company SubsidiariesContracts Schedule, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither neither the Company nor any Subsidiary of the Material Subsidiaries Company (as applicable) is in material default under or any contract required to be listed on the Contracts Schedule, and, to the knowledge of the Company, no other party to each of the contracts required to be listed on the Contracts Schedule is in material breach of, or in default thereunder. Assuming receipt of any written claim of such material default or material breachall consents, under any Material Contract. No approvals and authorizations as contemplated by the Authorization Schedule, except as expressly set forth on the Contracts Schedule, no event has occurred which, that with the passage lapse of time or the giving of noticenotice or both would constitute a material breach or default on the part of the Company, or bothany Subsidiary of the Company or, would result in a material defaultto the knowledge of the Company, breach or event of noncompliance, in each such case, by any other party under any contract required to be listed on the Contracts Schedule. No party to any contract required to be listed on the Contracts Schedule has provided written notice to the Company or any of the Material its Subsidiaries under of any such Material Contract. There are no outstandingdefault under, pendingintention to terminate, or to the Knowledge of the Company, threatened material disputes unresolved dispute with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchaserscontract.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any Section 3.9(a) of the Material Subsidiaries Disclosure Schedule (specifying the particular subsection below to which any such disclosure relates), no Acquired Company is a party to or nor bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (Ai) payments by pension, profit-sharing, option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other Benefit Plan, arrangement or practice, whether formal or informal, or any Contract related to any of the Company and/or foregoing (including any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Datecontract with any service provider with respect to any such plan, arrangement or practice); (Bii) prohibiting or materially limiting or restricting the Company collective bargaining agreement or any Material Subsidiary from freely engaging in other Contract with any business trade union or competing anywhere in the world other labor organization, or providing for exclusivity in any business lineseverance agreements, geographic area programs, policies or otherwisearrangements; (iii) active management agreement, consulting agreement, Employee leasing agreement or Contract for or relating to the employment or services of any officer, individual employee, Independent Contractor or other Person on a full-time, part-time, consulting or other basis, or any other arrangement or understanding (A) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby, (B) containing any restrictive covenants or similar obligations to the benefit of the Acquired Companies or (C) Indebtedness involving liabilities in excess restricting its ability to terminate the employment or services of $5 millionany Employee or Independent Contractor within 30 days’ notice for any lawful reason or for no reason without penalty or liability as permitted by Laws; (Div) Contract or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Acquired Companies or any letter of credit arrangements, or any guarantee therefor; (v) lease or Contract under which any Acquired Company is (A) lessee of or holds or operates any personal property, owned by any other party, except for any lease of personal property under which the aggregate annual rental payments do not exceed $50,000 or (B) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by any Acquired Company; (vi) Contract with a customer of any Acquired Company which (x) contains any term which deviates in a way that is materially adverse to any Acquired Company, (y) contains any additional term that is materially adverse to any Acquired Company or (z) omits any term beneficial to any Acquired Company and such omission is materially adverse to any Acquired Company, in each case in comparison to the standard terms and conditions used by the Acquired Companies with their customers at the time of entering into the Contract, the current terms of which are forth on Section 3.9(a)(vi) of the Disclosure Schedule (such standard terms and conditions, the “Standard Terms” and the Contracts on the Standard Terms, the “Standard Customer Contracts”); (vii) Contract relating to the ownership of, Investments in or loans and advances to any Person, including Investments in joint ventures and minority equity investments; (viii) Inbound License (except for Inbound licenses that are non-exclusive end user licenses of commercially available off-the-shelf software subject to “shrink-wrap” or “click-wrap” license agreements solely for the Acquired Companies’ internal use and with a total replacement cost of less than $10,000, annually, that is not embedded in or used to provide Company Products, and is not modified or distributed by any Acquired Company); (ix) Outbound License (other than arising licenses for the Company Products licensed to customers on a non-exclusive basis in the Ordinary Course of BusinessBusiness pursuant to a Contract that is no less protective of the Acquired Companies, any joint venturein a material respect for liability coverage, partnership or other cooperative arrangement or similar arrangement involving a sharing than the Acquired Companies’ standard form of profits or otherwisecustomer Contract made available to Purchaser); (Ex) Contract for the development, assignment or transfer of Intellectual Property; (xi) Contract whereby any Acquired Company has intended to resolve an actual or potential dispute relating to Intellectual Property, including settlement agreements or covenants not to assert, any waiver or release of any rights to Intellectual Property or coexistence agreements; (xii) Contract prohibiting it from engaging in any business, including any oral or written arrangement to not conduct business with any other Person as a result of conducting business with a current or prospective client, or restricting any Acquired Company from soliciting or hiring any Person; (xiii) Contract or commitment for the purchase by the Acquired Companies of machinery, equipment or other personal property for an amount in excess of $50,000; (xiv) Contract that provides any customer or other business relation of the Acquired Companies with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers or business relations of the Acquired Companies, including, without limitation, any agreement containing “most favored nationsnation” provisions; (Fxv) any settlement, conciliation or similar Contract with any Person or pursuant to which any Acquired Company will be required to satisfy any monetary or material non-monetary obligations after the date of this Agreement; (xvi) Contract for the disposition of any material assets or business of any Acquired Company or any agreement for the acquisition of any material assets or business of any other than arising Person; (xvii) any agreement contemplating indemnity with any customer of the Acquired Companies under which any Acquired Company is obligated to indemnify such Person against product warranty or infringement which contains terms and conditions that differ in any material respect from warranty or indemnity terms in the Ordinary Course Standard Terms used by the Acquired Companies with their customers at the time of Business, material third-party administration or other insurance policy administration relating to the Insurance entering into such Standard Customer Contracts; (Gxviii) Contract or order between any Acquired Company and a capital maintenance contract, keepwell Governmental Authority or similar agreement pursuant to which between any Acquired Company as a subcontractor (at any tier) in connection with a Contract between another Person has agreed to contribute capital or surplus and a Governmental Authority; (xix) warranty Contract with respect to the Company Acquired Companies’ services rendered or their products sold, leased or licensed which contains terms and conditions that differ in any Material Subsidiary or any capital maintenance contract or similar agreement pursuant material respect from standard warranty terms and conditions provided to which customers of the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee Acquired Companies at the obligations time of any Person under any insurance contractentering into such Contracts; or (Hxx) any material amendment, modification Contract with a Material Customer or supplement in respect of any of the foregoingMaterial Vendor. (iib) All of the contracts, agreements, instruments and documents Contracts set forth or required to be set forth on Section 3.9(a) of the attached Schedule K Disclosure Schedule, the Standard Customer Contracts, the Benefit Plans and the Leases (eachcollectively, a the “Material ContractContracts”) are valid, binding binding, fully executed and enforceable against as to the Company or the respective Material SubsidiaryAcquired Companies, as applicable, and, and to the Knowledge of the Company, each as to the other party thereto parties thereto, in accordance with their respective terms terms, in each case subject to (except (Ai) as limited by the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium and other Laws of general application or similar laws affecting the enforcement of creditors’ rights generally, generally and (Bii) as limited by Laws relating to enforceability, to the availability effect of specific performance, injunctive relief general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or other equitable remedies or (Cat law). Except as set forth on Section 3.9(b) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is Disclosure Schedule, the Acquired Companies have performed all obligations required to be performed by them in all material respects and are not in default under or in material breach of, or of nor in receipt of any written claim of such material default or material breach, breach under any Material Contract. No , and no event has occurred which, which with the passage of time or the giving of notice, notice or both, both would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries noncompliance under any such Material Contract. There are no outstanding, pending, or to To the Knowledge of the Company, threatened material disputes with respect there has been no breach or cancellation or anticipated breach or cancellation by the other parties to any such Material Contract. True, correct The Company has made available to Purchaser true and complete copies of all written Material Contracts and an accurate description of all oral Material Contracts, in each Material Contract have been made available to the Purchaserscase including all amendments thereto.

Contracts and Commitments. Schedule 2.19 contains a true, complete and correct list (and Sellers have previously delivered to Parent and Buyer true, complete and correct copies) of all of the following documents or agreements, or summaries of material oral agreements or understandings, which have financial obligations of at least CDN$50,000, to the extent applicable, relating to the Business or the Assets to which, on the date of this Agreement, any Seller or Subsidiary is a party, or which relate to or affect any Seller or Subsidiary and the Business, the Assets or the transactions contemplated hereby and all documents or agreements which may require any action or consent in connection with such transactions, as they may have been amended to the date hereof: (a) any written employment or consulting agreement, contract or commitment with any employee, officer or director or any contract or agreement with other consultants; (b) any agreement, contract or commitment with any party containing any covenant limiting the ability of any Seller or Subsidiary or any employee of any Seller or Subsidiary to engage in business or to compete in any location or with any person; (c) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of any Seller or Subsidiary, including without limitation any licensing or royalty agreements; (d) any agreement or instrument relating to the borrowing of money, or the direct or indirect guarantee of any obligation for, or an agreement to service the repayment of, borrowed money or any other contingent obligations in respect of indebtedness of any other party (other than an indemnification of directors and officers in accordance with the by-laws of any Seller or applicable law); (e) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Assets; (f) any contract or commitment for capital expenditures or the acquisition or construction of fixed assets; (g) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services (including, for each such contract, a description of the percentage of completion and expected additional hours, resources and costs necessary to complete such services, if applicable); (h) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among any Seller or Subsidiary and any of the Affiliates of parties related to any Seller or Subsidiary; (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any contract which grants to any person a preferential right to purchase any of the Material Subsidiaries is a party to assets of any Seller or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing DateSubsidiary; (Bj) prohibiting any contract, agreement or materially limiting commitment with respect to the discharge or restricting the Company or any Material Subsidiary from freely engaging removal of a Contaminant (as defined in any business or competing anywhere Section 2.25 below) other than in the world or providing for exclusivity in any business line, geographic area or otherwiseordinary course of business; (Ck) Indebtedness involving liabilities in excess any contract, agreement or instrument containing obligations of $5 million;confidentiality; and (Dl) any other than arising agreement or instrument not made in the Ordinary Course ordinary course of Businessbusiness. There is no course of dealing, any joint venturewaiver, partnership or other cooperative side agreement, arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by understanding applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies contract of each Material Contract have been made available to the Purchasersany Seller or Subsidiary.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements The Disclosure Schedule sets forth a complete and accurate list of all Contracts to which a Transferred Company or as set forth on the attached Schedule K, neither the Company nor any of the Material its Subsidiaries is a party to (excluding policies of insurance or reinsurance issued by First Re in the ordinary course of business) or by which any of their respective assets is bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary which involve an amount in excess of $3 million during 25,000 or are otherwise material to the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the business of any Transferred Company or any Subsidiary of any Transferred Company (the "Material Subsidiary from freely engaging in any business or competing anywhere in Contracts"). Each of the world or providing for exclusivity in any business lineMaterial Contracts is a legal, geographic area or otherwise; (C) Indebtedness involving liabilities in excess valid and binding obligation of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving either a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Transferred Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the one of its Subsidiaries enforceable against such Transferred Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material such Subsidiary, as applicablethe case 27 33 may be, and, to the Knowledge of Seller, against the Companyother parties thereto, each other party thereto in accordance with their its respective terms (terms, except (A) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and other Laws by general principles of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closingequity. Neither the Seller, any Transferred Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt Subsidiary of any Transferred Company has received written claim notice of such material default a cancellation of or material breach, under an intent to cancel any Material Contract. No event has occurred which, with the passage There exists no breach of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by default related to any Material Contract on the part of any Transferred Company or any of the Material Subsidiaries under any such Material Contract. There are no outstandingits Subsidiaries, pendingor, or to the Knowledge of Seller, on the Company, threatened material disputes with respect part of any other party to any such Material Contract. True. (b) Except as set forth in the Disclosure Schedule, correct and complete copies none of each Material Contract have been made available the Transferred Companies or any of their Subsidiaries is a party to any Contract: (i) containing covenants limiting the freedom of a Transferred Company or any of its Subsidiaries to engage in any line of business in any geographic area or to compete with any Person or to incur indebtedness for borrowed money; (ii) containing "change of control" or similar provisions; (iii) containing provisions providing for the indemnification by any Transferred Company or any Subsidiary of a Transferred Company of any Person; (iv) relating to the Purchasersemployment of Transferred Employees and other Contracts with directors or Transferred Employees of any Transferred Company or any Subsidiary of a Transferred Company which cannot be terminated by the Transferred Company or the respective Subsidiary upon notice of 60 days or less without penalty or premium; (v) relating to patent, trademark, service mark, ▇▇ade name, and copyright and franchise licenses, royalty agreements or similar Contracts; (vi) forming joint ventures; (vii) under which any Transferred Company or any of its Subsidiaries has guaranteed the obligations of any Person (other than insurance or reinsurance provided by First Re pursuant to insurance or reinsurance agreements entered into by First Re in the ordinary course of business in a manner consistent with past practice); or (viii) with any Governmental Authority affecting the business of any Transferred Company or any Subsidiary of any Transferred Company and not made in the ordinary course of business.

Contracts and Commitments. (ia) Schedule 5.12(a) lists all Material Contracts (copies of which have heretofore been made available to Purchaser) and describes all currently effective oral agreements and commitments, if any, to which the Company is a party. Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K5.12(a) hereto, neither the Company nor any (i) all Material Contracts constitute valid and binding agreements of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicableCompany, and, to the Knowledge of the Company’s Knowledge, each other party thereto thereto, enforceable in accordance with their respective terms (except that (A) as such enforcement may be limited by applicable or subject to any bankruptcy, insolvency, reorganization, moratorium and other or similar Laws of general application affecting the enforcement of now or hereafter in effect relating to or limiting creditors’ rights generally, generally and (B) as limited by Laws relating the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the availability discretion of specific performancethe court before which any proceeding therefor may be brought, injunctive relief or other equitable remedies or (Cii) as would not be material with respect to the Company and Material Contracts there are no existing material defaults by the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial ClosingCompany, or, if this Agreement to the Company’s Knowledge, by any other party thereto and there is being executed and delivered no event which (whether with respect to an Additional Closingor without notice, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage lapse of time or the giving happening or occurrence of notice, or both, any other event) would result in constitute a material defaultdefault under the Material Contracts by the Company, breach or, to the Company’s Knowledge, by any other party thereto, (iii) the Company is not restricted by agreement from carrying on the Company Business in any geographical location, and (iv) there are no negotiations pending or event of noncompliancein progress to revise any Material Contract. (b) The Company does not own any Real Property. The only leases for Real Property to which the Company is a party is set forth on Schedule 5.12(b) (collectively, and together with all addenda, the “Company Leases”). With respect to the Company Leases, (i) each such Company Lease is in full force and effect and is binding and enforceable against the Company, and to the Company’s Knowledge, the lessor, in accordance with its terms except that (A) such enforcement may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to or limiting creditors’ rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) all rental and other charges payable pursuant to the terms and conditions of each such caseCompany Lease have been paid and no rent has been paid in advance more than 30 days; (iii) there are no charges, offsets or defenses against the enforcement by the respective lessors thereunder of any agreement, covenant or condition on the part of the Company to be performed or observed pursuant to the terms of each Company Lease; (iv) there are no defaults by the Company of any agreement, covenant or condition on the part of the Company to be performed or observed pursuant to the terms of each Company Lease; (v) there are no actions or proceedings pending or, to the Company’s Knowledge, threatened, by the lessor under each such Company or Lease; (vi) except for security deposits required by the Company Leases and identified on Schedule 5.12(b), the respective lessor does not hold any of deposits for the Material Subsidiaries Company’s accounts under each such Company Lease; (vii) the Merger and the transactions contemplated hereby will not constitute a prohibited transfer under any such Material Contract. There Company Lease; and (viii) to the Company’s Knowledge, there are no outstandingdefaults by respective lessors of any agreement, pending, covenant or condition on the part of such lessor to be performed or observed pursuant to the Knowledge terms of the Company, threatened material disputes with respect to any such Material ContractCompany Lease. True, correct The current expiration date and complete copies of remaining options to extend each Material Contract have been made available to the PurchasersCompany Lease are as set forth on Schedule 5.12(b) hereto.

Contracts and Commitments. Prior to the Closing, SSI shall have delivered or made available to HOLL or its counsel all contracts and agreements to which SSI or any ▇▇ its Subsidiaries is a party, other than agreements that will expire in accordance with their terms as of or prior to the Closing without any penalty or premium and without any continuing obligation or liability thereunder on the part of SSI, any of its Subsidiaries, HOLL or the Surviving Corporation (collectively, the "Contracts") (i) ▇ ▇▇ing agreed and acknowledged by HOLL that portions of copies of certain Contracts so delivered or ma▇▇ ▇vailable have been redacted). Item 2.10 of the Disclosure Schedules sets forth a true and correct list of all Material Contracts to which SSI or any of its Subsidiaries are a party, or by which SSI or any of its Subsidiaries are bound. Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on Item 2.10 of the attached Schedule KDisclosure Schedules, neither the Company nor any in each case, each of the Material Subsidiaries Contracts (i) is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable in full force and effect against the Company SSI or the respective Material its Subsidiary, as applicable, and, to the Knowledge knowledge of SSI, the Company, each other party thereto in accordance with their respective terms or parties thereto, and (except (Aii) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability knowledge of specific performanceSSI, injunctive relief is not voidable by the other party or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiariesparties thereto for any reason. In each case, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No no event has occurred which, with through notice or the passage of time or the giving of notice, or both, otherwise would result in a material default, breach or event default under the terms of noncompliance, in each such case, by the Company or any of the Material Contracts by SSI or its Subsidiary or, to the knowledge of SSI, any other party. Neither SSI nor any of its Subsidiaries under has received written notice that any party to any of the Material Contracts intends to cancel, terminate or modify any such Material Contract. There are no outstanding, pending, Contract or to that any party which has an option or extension right running in favor of such party under the Knowledge terms of the Company, threatened material disputes with respect to any such Material ContractContract has notified SSI in writing of its election not to exercise such option or extension right. TrueOn May 5, 2004, SSI delivered to HOLL (a) the Schedule of Certain Material Contracts attached hereto ▇▇ ▇tem 2.10A of the Disclosure Schedule (the "Redacted Contract Schedule"), and (b) true and correct and complete copies of each Material contract referred to on the Redacted Contract Schedule, except that provisions of the contracts which identify the name of the contracting party and the type of license have been made available redacted. No later than ten days after the date hereof, SSI shall deliver to HOLL true and correct copies of the Purchasersnon-redacted versions of such co▇▇▇▇cts and all other customer contracts.

Contracts and Commitments. (a) Schedule 3.15(a) of the Disclosure Schedule sets forth each of the following types of Contracts currently in force pursuant to which any of A2iA and its Subsidiaries is a party or is bound (each a “Material Contract”): (i) Except as expressly any Contract that provides for post-employment or post-consulting liabilities or obligations, including severance pay other than obligations associated with any non-compete undertaking (A) the enforcement of which can be waived by A2iA or its Subsidiary at its exclusive election and (B) for which a waiver by A2iA or its Subsidiary will result in avoidance of such obligation; (ii) any Contract or A2iA Employee Plan under which payments or obligations owed to any employee of A2iA or any of its Subsidiaries will be increased, accelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any of the transactions contemplated by this Agreement or under which the value of the payments or obligations will be calculated on the basis of any of the transactions contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is whether pursuant to a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary change in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area control or otherwise; (Ciii) Indebtedness involving liabilities in excess any collective bargaining agreements, including the CBA, or other Contract with any labor union or similar Representative of $5 millionemployees of A2iA or any of its Subsidiaries; (Div) any Contract relating to the disposition or acquisition of assets, in each case other than arising inventory sold in the Ordinary Course ordinary course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwisebusiness and consistent with past practice; (Ev) “most favored nations” provisionsany Contract relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise or Person; (Fvi) other than arising in any Contract for the Ordinary Course purchase of Businessmaterials, material third-supplies, equipment or services (1) from a Related Party or (2) under which the aggregate payments made to one party administration or other insurance policy administration group of related parties during the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed, €150,000; (vii) any Contract with a Material Supplier; (viii) any Contract with a Material Customer; (ix) any Contract relating to the Insurance Contractsacquisition, transfer or development of any Intellectual Property or Intellectual Property Rights owned by A2iA or one of its Subsidiaries, incorporated into any of the A2iA Products or otherwise used in the conduct of the businesses of A2iA or any of its Subsidiaries other than (A) any intercompany Contract or (B) any employment Contract, including any Contracts with trainees or temporary workers; (Gx) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus Outbound IP Licenses; (xi) any Inbound IP Licenses; (xii) any Contract relating to the Company guarantee (whether absolute or contingent) by A2iA or any Material Subsidiary of its Subsidiaries of (1) the performance of any other Person (other than A2iA or one of its Subsidiaries) or (2) the whole or any capital maintenance contract part of the indebtedness or similar agreement pursuant liabilities of any other Person (other than A2iA or one of its Subsidiaries); (xiii) any Contract containing an obligation to indemnify any officer, director, manager or agent of A2iA or any of its Subsidiaries other than obligations associated with any non-compete undertaking (A) the enforcement of which can be waived by A2iA or its Subsidiary at its exclusive election and (B) for which a waiver by A2iA or its Subsidiary will result in avoidance of such obligation; (xiv) any Contract which limits or restricts (1) where A2iA or any of its Subsidiaries may conduct business, (2) where A2iA or any of its Subsidiaries may use, exploit, assert or enforce any A2iA IP, (3) the type or lines of business in which A2iA or any of its Subsidiaries may engage or (4) any acquisition of assets or stock (tangible or intangible) by A2iA or any of its Subsidiaries; (xv) any Contract under which the Company aggregate payments or receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed, €250,000 and that cannot be terminated by A2iA or its applicable Subsidiary at will on less than ninety (90) days’ notice; (xvi) any Contract for the borrowing or lending of money, or the availability of credit (except credit extended by A2iA or any Material Subsidiary has agreed of its Subsidiaries to contribute customers in the ordinary course of business and consistent with past practice); (xvii) any Real Property Lease; (xviii) any Contract providing for any individual capital expenditure of €50,000 or surplus more during any twelve (12) month period or capital expenditures of €150,000 or more, in the aggregate, over the life of the Contract; (xix) any Contract relating to any Person hedging, option, derivative or guarantee other similar transaction and any foreign exchange position or contract for the obligations exchange of any Person under any insurance contractcurrency; orand (Hxx) any other Contract material amendment, modification or supplement in respect to the businesses of any of the foregoingA2iA and its Subsidiaries. (iib) All An accurate and complete copy of the contractseach Material Contract (including all amendments thereto) has been made available to Buyer. (c) Neither A2iA nor its Subsidiaries, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, andnor, to the Knowledge of the CompanySellers’ Knowledge, each any other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcyto a Material Contract, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material breach, violation or default under or in material breach ofunder, or in receipt of has received written notice that it has breached, violated or defaulted under (nor does there exist any written claim of such material default or material breach, condition under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, notice or both, would result reasonably be expected to cause such a breach, violation or default under) any Material Contract. (d) Except as set forth in Schedule 3.15(d) of the Disclosure Schedule, each Material Contract is a material defaultvalid, breach binding and enforceable obligation of A2iA and/or its Subsidiary party to such Material Contract and, to the Sellers’ Knowledge, the other party or event of noncomplianceparties thereto, in accordance with its terms and is in full force and effect, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or case except to the Knowledge extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally or by general equitable principles or by principles of the Company, threatened material disputes with respect to any such Material Contract. True, correct good faith and complete copies fair dealing (regardless of each Material Contract have been made available to the Purchaserswhether enforcement is sought in equity or at law).

Contracts and Commitments. (a) Except as listed and described on Schedule 4.23, or any other Schedule annexed hereto, the Seller is not a party to any: (i) Contract (as defined below) with any present or former shareholder, director, officer, employee or consultant (including, without limitation, any employment agreement); (ii) Contract for the future purchase of, or payment for, supplies, products, insurance or financial instruments involving annual payment in excess of $50,000 or for the performance of services by a third party involving annual payment in excess of $25,000; (iii) Contract to sell or supply products or to perform services involving receipt by the Seller of consideration in excess of $50,000 annually; (iv) lease under which the Seller is the lessor or lessee relating to either real or personal property and involving annual payments by or to the Seller in excess of $10,000; (v) Contract or Contracts for the borrowing of money for a line of credit, or for a guarantee, pledge or undertaking of the indebtedness of any other person; (vi) factoring agreement or agreement for the assignment of receivables; (vii) Contract with respect to any Rights; (viii) Contract for any capital expenditure involving future payments, which, together with future payments under all other existing Contracts for all capital projects are in excess of $50,000; (ix) Contract limiting or restraining in any respect the Seller from engaging or competing in any lines of business or with any person; (x) Contract requiring the Seller to loan money to any person in the future; or (xi) any other Contract material to the operation of the business. As used in the Agreement, the term "Contract" includes any mortgage, indenture, agreement, license, contract, commitment or lease. (b) Except as expressly may be otherwise set forth on Schedule 4.23, with respect to each of the Contracts listed on any Schedule to this Agreement, (i) such Contract is valid and enforceable against the Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable insolvency, bankruptcy, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general equity principles, (ii) the Seller is in compliance with the provisions thereof in all material respects, (iii) no other party is in default in the performance, observance or fulfillment of any obligations, covenant or condition contained therein and (iv) no event has occurred which with or without the giving of notice or lapse of time, or both, would constitute a default thereunder by the Seller. Except as set forth on Schedule 4.23, the transactions as contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement will not (whether written or orali) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere result in the world automatic termination of any Contract listed on any Schedule to this Agreement; or providing for exclusivity in any business line, geographic area or otherwise; (Cii) Indebtedness involving liabilities in excess of $5 million; (D) other than arising result in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect automatic amendment of any of the foregoing. (ii) All terms of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material any such Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies ; or (Ciii) as would not be material give rise to a right in any party to unilaterally amend the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach terms of, or in receipt of any written claim of such material default or material breachterminate, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as Schedule 7.19 hereto (with paragraph references corresponding to those set forth on below) contains a true and complete list of each of the attached Schedule Kfollowing contracts (true and complete copies or, neither the Company nor if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto, have been delivered or made available to STH), to which HHTI or any of the Material HHTI Subsidiaries is a party to or bound by which any executory contract, lease, license or other agreement (whether written or oral) that involvesHHTI Hotel is bound: (Ai) all contracts providing for the leasing or management of one or more of the HHTI Hotels or any portion of one or more of the HHTI Hotels; (ii) all HHTI Franchise Agreements; (iii) all material contracts providing for a commitment of employment or consultation services for a specified or unspecified term; (iv) all contracts with any person containing any provision or covenant prohibiting or materially limiting the ability of HHTI or any of the HHTI Subsidiaries to engage in any business activity, hire employees, solicit customers or otherwise compete with any person; (v) all partnership, joint venture, stockholders' or other similar contracts with any person; (vi) all notes, debentures, bonds and other evidence of HHTI Indebtedness; (vii) all contracts relating to any business combination; (viii) all contracts between or among HHTI or any of the HHTI Subsidiaries, on the one hand, and any of their stockholders or affiliates, on the other hand; (ix) all collective bargaining or similar labor contracts; and (x) all other contracts that involve the annual payment or potential annual payment pursuant to the terms of such contract, by or to HHTI or any of the HHTI Subsidiaries of more than $25,000 or aggregate payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except 100,000 that will not (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting be fully performed on or prior to the enforcement of creditors’ rights generallyEffective Time, (B) as limited expire by Laws relating their terms prior to the availability of specific performanceEffective Time, injunctive relief or other equitable remedies or (C) be cancelable by the Surviving Entity, without penalty, upon not more than 30 days notice, including, without limitation, all leases, contracts for purchase and sale of assets, advance booking contracts and banquet contracts. (b) Each contract required to be disclosed on Schedule 7.19 is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms and, except as would not be material to the Company and the Company Subsidiariesdisclosed on Schedule 7.19, taken as a whole); providedneither HHTI, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material HHTI Subsidiaries nor, to the knowledge of HHTI, any other party to such contract is in material violation, breach or default under any such contract (or in material breach of, with notice or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage lapse of time or both would be in violation, breach or default under any such contract), the giving effect of noticewhich, individually or bothin the aggregate, would could reasonably be expected to result in a material default, breach Material Adverse Effect. (c) The HHTI Franchise Agreements disclosed on Schedule 7.19 constitute all of the franchise or similar agreements necessary to operate and manage the HHTI Hotels and neither HHTI nor any HHTI Subsidiary has received any notice or has any knowledge of an event of noncompliance, in each such case, by the Company default or any of the Material Subsidiaries termination or proposed termination under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersHHTI Franchise Agreement.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any Section 4.11(a) of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by Disclosure Schedules lists all of the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant following Contracts to which the Company or any Material Subsidiary has agreed to contribute capital thereof is a party and which are in effect as of the date of this Agreement: (i) Contracts that provide for the purchase of goods or surplus to services, including license agreements, sales representative agreements, reseller agreements and independent software vendor agreements, by the Company or any Subsidiary thereof from any Person that contemplate the expenditure by the Company or guarantee the obligations any Subsidiary thereof in excess of any Person under any insurance contract; or One Hundred Thousand and 00/100 Dollars (H) any material amendment, modification or supplement in respect of any of the foregoing.$100,000.00); (ii) All of Contracts that provide for the contracts, agreements, instruments and documents set forth on for the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against sale by the Company or any Subsidiary thereof of materials, supplies, goods, services, equipment or other assets that provides for either aggregate annual payments to the respective Material Subsidiary, as applicable, andCompany or any Subsidiary thereof in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00); (iii) Contracts relating to the borrowing of money by the Company or any Subsidiary thereof, to the Knowledge granting by the Company or any Subsidiary thereof of a Lien on any of its material assets, or any guaranty by the Company or any Subsidiary thereof of any Liability or obligation in respect of borrowed money or otherwise; (iv) Contracts containing any Liability or obligation to provide support or maintenance for Company Products for any period in excess of twelve (12) months; (v) Contracts continuing over a period of more than one year from the date thereof that are not terminable by each of the Company, each other Company and its Subsidiary that are a party thereto upon thirty (30) or fewer days' notice without penalty; (vi) Contracts that limit the freedom of the Company or any Subsidiary thereof to compete in accordance any line of business or with their respective terms any Person or in any area or which would so limit the Company or any Subsidiary thereof after the Closing Date, including any agreement containing covenants or other Liabilities or obligations granting or containing any current or future commitments regarding exclusive rights, non-competition or “most favored nations” restriction on the operation or scope of its businesses or operations, or similar terms; (except vii) agreements with any employee, officer or consultant that require the Company or any Subsidiary thereof to pay compensation to such employee, officer or consultant in excess of $100,000; (Aviii) as limited by applicable bankruptcypowers of attorney executed on behalf of the Company or any Subsidiary thereof; (ix) any partnership, insolvency, reorganization, moratorium and joint venture or other Laws of general application affecting the enforcement of creditors’ rights generally, similar agreement or arrangement; (Bx) as limited by Laws any agreement relating to the availability acquisition or disposition of specific performanceany business (whether by merger, injunctive relief sale of stock, sale of assets or otherwise); (xi) any agreement requiring the escrow of any source code or other equitable remedies software or (C) as would not be material to technology owned by the Company or any Subsidiary thereof; (xii) any Material In-Bound IP Agreement and any Material Out-Bound IP Agreement; (xiii) any agreement providing for indemnification, guaranty or guaranteed results; and (xiv) any agreement that if, terminated, would reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in Section 4.11(b) of the Company SubsidiariesDisclosure Schedules, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither (i) neither the Company nor any Subsidiary thereof has materially breached any Contract set forth in Section 4.11(a) of the Material Subsidiaries Disclosure Schedules, and to the Company's Knowledge, no Contract set forth in Section 4.11(a) of the Disclosure Schedules has been materially breached in any respect or cancelled by the other party and has not been duly cured or reinstated, (ii) neither the Company nor any Subsidiary thereof is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material such Contract. No , agreement or arrangement and (iii) to the Company's Knowledge, no event has occurred which, that with the passage of time or the giving of notice, notice or both, both would result in a material default, breach or event default under any such Contract, agreement, matter or arrangement. To the Company's Knowledge, each Contract and commitment listed in Section 4.11(a) of noncompliancethe Disclosure Schedules is valid, binding, in full force and effect, and enforceable against the Company and each Subsidiary thereof that is party thereto and, to the Company's Knowledge, against the other party thereto (except as the enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws relating to or limiting creditors' rights generally or by general principles of equity, regardless of whether such caseenforceability is considered in a proceeding at law or in equity) and will continue to be legal, valid, binding, in full force and effect, and enforceable following the consummation of the transactions contemplated by this Agreement without obtaining any consent, including with respect to any deemed assignment or transfer, and without the payment of any penalties, special assessments, or other amounts as a result of the Company entering into this Agreement or the consummation of the transactions contemplated hereby. With respect to each Contract and commitment listed in Section 4.11(a) of the Disclosure Schedules, the Company has made available to Parent a correct and complete copy in all material respects of each written Contract and commitment (as amended to date). (c) Except as set for in Section 4.11(c) of the Disclosure Schedules, no third party consents shall be required to assign or transfer the agreements listed in Section 4.11(a) of the Disclosure Schedules from the Company or any Subsidiary thereof to the Surviving Corporation (the consent that is specifically designated in Section 4.11(c) of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or Disclosure Schedules as “Designated Third Party Consent” is referred to as the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers“Designated Third Party Consent”).

Contracts and Commitments. Schedule 4.12 lists the following written (unless otherwise noted) contracts, agreements, and other arrangements relating to the Book of Business of Sellers to which either of Sellers is a party: (a) Any written arrangement concerning confidentiality or non- competition; or (b) Any written arrangement under which the consequences of a default or termination could have a material adverse affect on the business, financial condition, operations, results of operations or future prospects of the Book of Business; or (c) Any written or oral agreement or understanding with the Missouri Department of Insurance or the Department of Insurance of any state relating to the continued operation of the medical professional liability insurance business of either of Sellers; or (d) Any written or oral understanding or agreement with respect to the retention of any law firms or other organizations relating to the defense of claims made against insureds of either of Sellers; or (e) Any material written or oral understanding between either of Sellers and any independent contractors acting as agents for either of them in the sale of its insurance products. Except as otherwise noted in Schedule 4.12, Seller has made available to the Purchaser a correct and complete copy of each written arrangement listed therein. With respect to each written arrangement so listed: (i) Except as expressly contemplated by this Agreementthe written arrangement is legal, valid, binding, enforceable, and in full force and effect in all material respects (subject to the Prior Purchase Agreements enforcement of remedies to the discretion of the courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally); (ii) the written arrangement will continue to be legal, valid, binding, enforceable and in full force and effect in all material respects at the time of the Closing (subject to the enforcement of remedies to the discretion of the courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally); (iii) no party is in breach or as set forth default, and no event has occurred with which notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration, under any written arrangement which would have a material adverse effect on the attached Schedule K, neither the Company nor Sellers' Book of Business; and (iv) no party has repudiated any provision of the Material Subsidiaries a material written arrangement. Neither of Sellers is a party to or bound by any executory verbal contract, lease, license agreement or other agreement (whether arrangement which if reduced to written or oral) that involves: (A) payments by form would be required to be listed in Schedule 4.12 under the Company and/or any Material Subsidiary in excess terms of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoingthis Section 4.12. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (iA) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K5.11(A), neither the Company nor there is no existing material breach of any of the Material Subsidiaries contract or agreement to which VIMRx or any Controlled Subsidiary is a party to by VIMRx or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating relevant Controlled Subsidiary; to the Insurance Contracts; (G) a capital maintenance contractknowledge of VIMRx, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus and subject to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendmentforegoing, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No no event has occurred which, with the passage lapse of time or the giving of notice, notice or both, would result in is reasonably likely to constitute a material default, breach of any such agreement by VIMRx or event the relevant Controlled Subsidiary or give rise to a right on the part of noncompliance, in each such case, by the Company or any of the Material Subsidiaries other parties thereto to terminate such agreement or to deprive VIMRx or the relevant Controlled Subsidiary of any material right, or accelerate any of its material obligations, thereunder. (B) Except as set forth on Schedule 5.11(B), to the knowledge of VIMRx, there is no existing material breach of any contract or agreement to which VIMRx or any Controlled Subsidiary is a party by any party (other than VIMRx and the relevant Controlled Subsidiary) thereto and no event has occurred which, with the lapse of time or the giving of notice or both, is reasonably likely to constitute a material breach thereof by such other party or give rise to a right on the part of VIMRx or the relevant Controlled Subsidiary to terminate such agreement or to deprive the other party of any right, or accelerate any obligation of such party, thereunder. (C) Except as set forth on Schedule 5.11(C), to the knowledge of VIMRx, there are no circumstances which, if true, create a reasonable probability that VIMRx or any Controlled Subsidiary will not, or will be unable to, fulfill any of its material obligations, under any such Material Contract. There are no outstandingmaterial agreement to which it is a party. (D) VIMRx (or the relevant Controlled Subsidiary, pendingin the case of insurance held by a Controlled Subsidiary) has not, or to during the Knowledge current term of the Company, threatened material disputes any insurance policy which provides coverage with respect to persons, properties or operations of VIMRx or any Controlled Subsidiary, received any notice canceling or threatening to cancel or refusing to renew, based (to the knowledge of VIMRx) on reasons relating directly to the business if VIMRx or any Controlled Subsidiary, any such Material Contract. Truepolicy, correct and complete copies of each Material Contract have been made available no policy insuring any such persons, properties or operations has, based (to the Purchasers.knowledge of VIMRx) on reasons relating directly to the business if VIMRx or any Controlled Subsidiary, been canceled by the insurer within the last twelve months. 5.12

Contracts and Commitments. (i) Except for Contracts listed in Schedule 5.6 and except for Contracts made in the Ordinary Course of Business since the date hereof or as expressly contemplated by this AgreementAgreement and the transactions contemplated hereby, none of the Prior Purchase Agreements Subject Companies is a party to, or bound by, any Contract of any kind to be performed after the Closing Date (i) pursuant to which it is obligated to expend more than $50,000 in any twelve- month period and that is not subject to cancellation on not more than thirty (30) days' notice by such Subject Company, as set forth on the attached case may be, without penalty or increased cost except for agreements to charter transportation services made in the Ordinary Course of Business or (ii) with any Personnel or other Affiliates of such Subject Company. To the best knowledge of the Sellers, there is no Default by any party to any such Contract, which Default would have a Material Adverse Effect. Schedule K5.6 lists the following Contracts to which any Subject Company is a party, neither or by which any of such Subject Company's Assets are bound: (a) any written Contract (or group of related written Contracts) creating a partnership or joint venture with any other Person; (b) any promissory notes, loans, agreements in respect of indebtedness for borrowed money, indentures in respect of indebtedness for borrowed money, evidences of indebtedness, letters of credit in which the Company nor Target or any of its Subsidiaries is the account party or guarantees of any of the Material Subsidiaries is a party to items described above, individually or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by in the Company and/or any Material Subsidiary aggregate in excess of $3 million during 25,000, whether any Subject Company shall be the 12 month period ended on borrower, lender or guarantor thereunder or whereby any Assets are pledged (excluding credit provided by the Closing DateSubject Company in the ordinary course of business to purchasers of its products or services); (Bc) prohibiting any written Contracts to employ or materially limiting terminate key Personnel (as defined below) and other material Contracts with present or restricting the Company former officers, directors or shareholders or other personnel of any Material Subsidiary from freely engaging in Subject Company. (d) any business written Contract (or competing anywhere in the world group of related written Contracts) concerning confidentiality or providing for exclusivity in any business line, geographic area or otherwisenon-competition arrangements; (Ce) Indebtedness any written Contract (or group of related written Contracts) between any Subject Company and (i) any Russian Venture or (ii) Smit-Matrix; (f) any written Contract with any of its directors, officers, shareholders or employees, any Affiliate thereof or any member of any such person's immediate family (x) providing for the furnishing of material services by, (y) providing for the rental of material real or personal property from, or (z) otherwise requiring material payments to (other than for services as officers, directors or employees of any Subject Company), any such Person or any corporation, partnership, trust or other entity in which any such Person has a substantial interest as a shareholder, officer, director, trustee or partner; (g) except for Contracts with attorneys and accountants for services to be provided in connection with the Acquisition, any written distribution, franchise, license, technical assistance, sales, commission, sales agent or advertising Contracts related to the Assets or the Business of any Subject Company involving liabilities receipts in excess of $5 million500,000 or expenditures in excess of $50,000 that are not cancelable (without penalty or other termination fees) by the Subject Company party thereto on not more than thirty (30) days' notice; (Dh) other than arising any options with respect to any property, real or personal, with a book value in excess of $50,000 whether a Subject Company is the grantor or grantee thereunder; (i) except for agreements to charter or purchase transportation services made in the Ordinary Course of Business, any joint venture, partnership Contracts involving expenditures in excess of $50,000 that are not cancelable (without penalty or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwisetermination fees) by the Subject Company party thereto on not more than thirty (30) days' notice; (Ej) “most favored nations” provisionsany written Contract with the United States, any state or local government or any agency or department thereof; (Fk) except for this Agreement, any Contract that (A) limits or contains restrictions on the ability of any Subject Company to declare or pay dividends on, to make any other distributions in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur indebtedness, to incur or suffer to exist any lien, to purchase or sell all or a material portion of Assets, to change the lines of business in which it participates or engages or to engage in any business combination or (B) requires any Subject Company to maintain specified financial ratios or levels of net worth or other indicia of financial condition; (l) any other written Contract (or group of related written Contracts) involving aggregate payments of more than arising $500,000 to any Subject Company or not entered into in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (Hm) any material amendmentwritten proposal to enter into any contract, modification agreement or supplement in other arrangement with respect of to any of the foregoing. matters referred to in the foregoing clauses (iia) All through (l). The Sellers have delivered to Buyer true, correct and complete, in all material respects, copies of each written Contract listed in Schedule 5.6 to which a Subject Company is a party, including all amendments and supplements thereto, and have included as part of Schedule 5.6 a brief summary of any such oral contracts, agreements or other arrangements and any written proposals to enter into any such Contracts. Schedule 5.6 sets forth all consents required for the beneficial assignment by any Subject Company to Buyer of the contractsrights, agreementsbenefits and claims under the Contracts as a result of the transactions contemplated hereby. To the knowledge of the Sellers, instruments and documents set forth on all of the attached Schedule K (each, a “Material Contract”) Contracts to which any Subject Company is party or by which it or any of the Assets is bound or affected are valid, binding and enforceable against the applicable Subject Company or the respective Material Subsidiary, as applicable, and, to the Knowledge knowledge of the CompanySellers, against each of the other party parties thereto in accordance with their respective terms (terms, except (A) as such enforceability may be limited by applicable (i) bankruptcy, insolvencymoratorium, reorganization, moratorium reorganization and other Laws similar laws affecting creditor's rights generally and (ii) the general principles of general application affecting the enforcement equity, regardless of creditors’ rights generallywhether asserted in a proceeding in equity or at law. Each Subject Company which is a party to such Contracts and, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any knowledge of the Material Subsidiaries Sellers, each other person which is a party thereto has complied in all material respects with the provisions thereof, no party is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are Default thereunder and no outstanding, pendingwritten, or to the Knowledge knowledge of the Sellers, other notice of any claim of Default has been given to such Subject Company, threatened material disputes with respect except for Defaults which would not have a Material Adverse Effect. To the knowledge of the Sellers, none of the products and services called for by any unfinished Contract involving payments to any Subject Company in excess of $100,000 cannot be supplied in accordance with the terms of such Material Contract. True, correct and complete copies of each Material Contract have been made available including time specifications and, to the Purchasersknowledge of the Sellers, no outstanding bid, proposal or unfinished Contract will upon performance by such Subject Company result in a loss to such Subject Company.

Contracts and Commitments. (i) Except for this Agreement and the Assigned Contracts, as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries date hereof, Seller is not a party to or bound by any executory contractContract, lease, license or other agreement than those that can be terminated by the Seller without penalty upon not more than ninety (whether written or oral90) that involvesdays’ notice: (a) that would be required to be filed by the Seller as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (b) pursuant to which the Seller has any material continuing “earn-out” or other contingent payment obligations arising in connection with the acquisition or disposition by the Seller of any business; (c) that (A) payments limits in any material respect either the type of business in which the Seller (or in which the Buyer after the Closing Date) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of the Seller or, after the Closing Date, the Buyer or (C) grants “most favored nation” status that, following the purchase of the Purchased Assets, would apply to the Buyer; (d) that (A) is an indenture, loan or credit Contract, loan note, mortgage Contract, letter of credit or other Contract representing, or any guarantee of, indebtedness of the Seller or (B) is a guarantee by the Company and/or Seller of the indebtedness of any Material Subsidiary Person other than the Seller; (e) that grants with respect to any Purchased Asset (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any Person (other than the Seller); (f) that was entered into to settle any material litigation and which imposes material ongoing obligations on the Seller; (g) pursuant to which (A) the Seller grants to any third party any license, release, covenant not to sue or similar right with respect to material Intellectual Property or (B) the Seller receives a license, release, covenant not to sue or similar right with respect to any material Intellectual Property owned by a third party (other than generally commercially available software in object code form); (h) that relates to the acquisition or disposition of any business or assets or the sale or supply of any services pursuant to which the Seller has any liability in excess of $3 million during 50,000 individually or $100,000 in the 12 month period ended on the Closing Dateaggregate; (Bi) prohibiting that requires or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere is expected to require in the world next year aggregate annual payments by or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities to the Seller in excess of $5 million100,000; (Dj) other than arising in to which the Ordinary Course Seller or any of Businessits Subsidiaries is a party, or by which any joint ventureof them are bound, partnership the ultimate contracting party of which is a Governmental Entity (including any subcontract with a prime contractor or other cooperative arrangement or similar arrangement involving subcontractor who is a sharing of profits or otherwiseparty to any such contract); (Ek) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company Seller or any Material Subsidiary has agreed of its Subsidiaries acquired, holds or disposed of any interest (whether in fee, a leasehold, a concessions or otherwise) in real property, or any rights to contribute capital explore, mine or surplus otherwise extract minerals, ore, metals or other substances. (l) any revocable or irrevocable power of attorney relating to the Purchased Assets or the Business granted to any Person person, firm or guarantee the obligations of corporation for any Person under any insurance contractpurpose whatsoever; or (Hm) any material amendment, modification Contract or supplement in respect option relating to the acquisition or sale of any of the foregoingPurchased Assets. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. Schedule 3.12 hereto contains a complete and accurate list of all material Contracts of the Seller (the “Seller Agreements”) concerning the following matters: (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements employment or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations engagement of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing.Anticipated Transferred Employee; (ii) All any covenant not to compete or confidentiality agreement affecting an Anticipated Transferred Employee; (iii) any arrangement limiting the freedom of Seller to use the Transferred Intellectual Property in any manner; (iv) any arrangement that could reasonably be anticipated to have a Material Adverse Effect; (v) any agreement restricting the Seller’s transfer or sale of Transferred Intellectual Property or the other Specified Assets; (vi) any royalty agreement which requires a payment by Seller with respect to the Owned IP; (vii) any contract for the sale of any Specified Assets or the business of Seller; and (viii) any license, as licensee, of the contractsLicensed IP or Other IP. The Seller Agreements are valid and, agreementsto Seller’s Knowledge, instruments enforceable in accordance with their terms, and documents set forth there is not under any of such Seller Agreements (i) any existing or claimed default by any Seller or, to Seller’s Knowledge, any event which, with the notice or lapse in time, or both, would constitute a default by any Seller or (ii) to the Knowledge of Seller, any existing or claimed default by any other party or event which with notice or lapse of time, or both, would constitute a material default by any such party. Except as indicated on Schedule 3.12, the attached Schedule K (eachcontinuation, validity and effectiveness of the Seller Agreements will not be affected by the Acquisition, and the Acquisition will not result in a “Material Contract”) are validbreach of or default under, binding and enforceable against or require the Company or Consent of any other party to, any of the respective Material Subsidiary, as applicable, andSeller Agreements. There is no actual or, to the Knowledge of the CompanySeller, each other party thereto in accordance with their respective terms (except (A) as limited by applicable threatened termination, cancellation or limitation of any Seller Agreements. To Seller’s Knowledge, there is no pending or threatened bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief insolvency or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes similar proceeding with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available other party to the PurchasersSeller Agreements.

Contracts and Commitments. (a) Schedule 2.14 attached hereto contains a true, complete and correct list of the following contracts, arrangements, commitments and agreements, whether written or oral (collectively, “Contracts”) (other than a Contract which is an Excluded Asset), (x) by which any of the Assets are bound or affected, (y) to which Seller is a party or by which it is bound solely in connection with the Business or any of the Assets and (z) to which BioSepra, S.A. is a party or by which any of their assets or properties are bound or affected: (i) all loan agreements, indentures, mortgages and guaranties; (ii) all Contracts (including a general description of purchase orders) which involve or could potentially involve payments or receipts of more than twenty thousand U.S. dollars (US$20,000) under which full performance (including payment) has not been rendered by all parties thereto; (iii) all agency, distributor, sales representative and similar agreements, other than those substantially on Seller’s standard form; (iv) all Contracts with any stockholder, director, officer or Affiliate of the Seller and/or BioSepra, S.A. and all employment, management, consulting, profit sharing, stock option, stock purchase or stock appreciation Contracts or other equity-incentive, deferred compensation, retirement, change in control or severance Contracts with employees of BioSepra, S.A. or the Seller who devote a material portion of their time to the Business; (v) all leases, whether operating, capital or otherwise, which involve payments of more than twenty thousand dollars ($20,000) per year; (vi) all licenses to or for any Business Intellectual Property (provided that Seller may describe generally but not be required to list specifically all end user license agreements to readily available software and limited rights to use Business Intellectual Property in connection with material transfer agreements and other non-material agreements entered into in the ordinary course of business); (vii) Contracts containing any covenant not to compete obligating Seller or BioSepra, S.A. with respect to the Business; or (viii) any other material Contract not included in Subparagraphs (i) – (vii) above, including joint venture or partnership Contracts. (b) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the Schedule 2.14 attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involveshereto: (Ai) payments by the Company and/or any Material Subsidiary each Contract is in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving full force and effect and is a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar valid and binding agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing.Seller or BioSepra, S.A., as the case may be, enforceable against the Seller or BioSepra, S.A., as the case may be, in accordance with its terms; (ii) All neither the Seller nor BioSepra, S.A. is in breach of the contracts, agreements, instruments or default under any Contract and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No Seller no event has occurred which, which with the passage of time or the giving of noticenotice or both would constitute a default, or both, would result in a material loss of rights or an acceleration of an obligation or result in the creation of any Encumbrance thereunder or pursuant thereto; and (iii) to the knowledge of the Seller, there is no existing breach or default by any other party to any Contract, no event has occurred which with the passage of time or giving of notice or both would constitute a default, breach result in a loss of rights or event an acceleration of noncompliancean obligation or result in the creation of any Encumbrance thereunder or pursuant thereto; (c) Except as set forth on Schedule 2.3 or Schedule 2.14, the continuation, validity, enforceability and effectiveness of each Contract will not be affected by and no consent, approval or permit of or notice to any person is required under such Contracts in each such case, by connection with the Company or any consummation of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, transactions contemplated by this Agreement or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. Related Agreements. (d) True, correct and complete copies of each Material Contract all written Contracts (including all amendments, exhibits, schedules, waivers and elections applicable thereto) and true, correct and complete summaries of all oral Contracts have previously been made available by the Seller to the PurchasersBuyer. (e) No party to any Contract has repudiated any provision thereof and communicated such repudiation to the Seller, and there are no negotiations pending or in progress to revise any material term of any Contract. (f) Except for Contracts set forth on Schedule 2.14, (i) no Contracts which are purchase contracts continue for a period of more than twelve (12) months or are for quantities or amounts in excess of the normal, ordinary, usual and current requirements of the Business and (ii) no Contracts obligate the Seller or BioSepra, S.A. to sell products or to render services pursuant to terms and conditions that the Seller or BioSepra, S.A. cannot reasonably expect to timely satisfy or fulfill in all material respects.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the The Company nor any of the Material Subsidiaries is not a party to or subject to or bound by any executory contract, lease, license of the following Contracts or other agreement proposed transactions that involve: (i) an indebtedness obligation (whether written incurred, assumed, guaranteed, contingent, or oralsecured by any asset or otherwise granting of a Lien) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during 50,000 in the 12 month period ended on the Closing Date; aggregate, (Bii) prohibiting an obligation (contingent or materially limiting or restricting otherwise) of the Company or a payment to the Company in excess of $10,000 individually or in excess of $50,000 in the aggregate, (iii) any Material Subsidiary from freely engaging non-compete or exclusivity provisions with respect to any line of business or geographic area that restricts the business of the Company, or that otherwise restrict the ability of the Company to compete in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise;with any Person, (iv) the license of any Intellectual Property Rights, trade secret, or other proprietary right to or from the Company, or (v) indemnification by the Company, including, without limitation, indemnification with respect to infringements of proprietary rights. (Ca) Indebtedness involving The Company has not: (i) incurred an indebtedness for borrowed money or incurred any other liabilities (whether incurred, assumed, guaranteed, or secured by any asset or otherwise granting of a Lien) in excess of $5 million; 10,000 individually or in excess of $50,000 in the aggregate, which is not paid in full, (Dii) declared, set aside, or paid any dividends or other distributions with respect to any of the Company’s capital stock or any redemption, purchase or other acquisition of any shares of the Company’s capital stock (other than arising in the Ordinary Course pursuant to a termination of Business, employment or services of an employee or consultant pursuant to any joint venture, partnership option agreement or other cooperative arrangement agreement approved by the Board), (iii) sold, assigned, transferred, licensed mortgaged, pledged, or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect otherwise disposed of any of the foregoing. (ii) All properties or assets or rights of the contracts, agreements, instruments and documents set forth on Company (other than a sale of inventory in the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge ordinary course of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generallybusiness), (Biv) as limited by Laws relating made any loans or advances to any Person (other than advances for ordinary travel expenses or trade payables incurred in the availability ordinary course of specific performance, injunctive relief business),or (v) guaranteed or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include indemnified any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt indebtedness of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersother Person.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K4.13, neither the Company nor any of the Material its Subsidiaries is a party to or bound by any executory any: (1) customer contract, lease, license obligation or other agreement commitment (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary which involves an unfulfilled obligation to provide goods or services valued in excess of $3 million during the 12 month period ended on the Closing Date; 100,000 to any other party; (B2) prohibiting contract, obligation or materially limiting commitment (whether written or restricting oral) involving an obligation to make payments in excess of $100,000 to any other party; (3) exclusive license agreements; (4) employment contracts; (5) stock redemption or purchase agreements; (6) loan agreements; (7) capital lease or other financing agreements; (8) agreements with any officers, directors, or stockholders of the Company or any Material Subsidiary from freely engaging in any business of its Subsidiaries or competing anywhere in the world persons or providing for exclusivity in any business line, geographic area organizations related to or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to affiliated with the Company or any Material Subsidiary of its Subsidiaries; (9) leases; (10) powers of attorney; (11) pension, profit-sharing, retirement or any capital maintenance stock option plans; or (12) other material contract or similar agreement pursuant to which not executed in the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) ordinary course. All of the such contracts, agreements, instruments leases and documents set forth on instruments, assuming the attached Schedule K (eachdue authorization, a “Material Contract”) execution and delivery thereof by each of the other parties thereto, are validvalid and in full force and effect and constitute legal, valid and binding and enforceable against obligations of the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto its Subsidiaries and are enforceable in accordance with their respective terms except as such enforceability may be limited (except (Ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other Laws of general application similar laws affecting the enforcement of creditors’ ' rights generally, (Bii) as by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) to the extent that rights to indemnification and contribution may be limited by Laws the federal or state securities laws or public policy relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, thereto. Except for the avoidance express terms of doubtsuch agreements, “there is no basis for the termination, expiration or modification of any such agreements within one year from the date hereof, which termination, expiration or modification would have a Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional ClosingAdverse Effect. Neither the Company nor any of the Material its Subsidiaries is in material default under any contract, obligation or in material breach ofcommitment set forth on Schedule 4.13, and to the Company's knowledge, there is no state of facts which upon notice or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage lapse of time or both would constitute such a default, except for defaults which, singly or in the giving of noticeaggregate, or both, would are not likely to result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersAdverse Effect.