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 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. WP Disclosure Schedule Section 4.14 contains an accurate and complete list as of the Agreement Date of each contract, agreement or commitment of the WP Entities (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements to which any WP Entity or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries its assets or properties is a party bound and which requires total payments to or by a WP Entity of at least $2,000,000 annually; (b) to which any WP Entity or any of its assets or properties is bound by any executory contractor subject and which has a remaining term longer than one year, lease, license or other agreement (whether written or oral) that involves: (A) which requires total payments by the Company and/or WP Entities, taken as a whole, of at least $2,000,000 during such term and which is not terminable on 30 or fewer days' notice without penalty; (c) containing covenants limiting the freedom of any Material Subsidiary WP Entity to compete in any line of business or with any Person in any geographical area; (d) calling for the proposed acquisition of any operating business or any assets outside the ordinary course of business and with a purchase price in excess of $3 million during the 12 month period ended on the Closing Date; 2,000,000; (Be) 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; proposed purchase or sale of any material assets or properties of the WP Entities, taken as a whole; (Gf) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed WP Entity is a party or by which any of its assets or properties are bound relating to contribute indebtedness for borrowed money, including capital leases, security agreements relating thereto and any amendment or surplus to waiver thereof, and (g) with the Company WP Partners or any Material Subsidiary or Affiliate thereof (collectively, the "WP Commitments;" PROVIDED, that WP Commitments shall not include (i) contracts granting any capital maintenance contract or similar agreement pursuant WP Entity an option 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 amendmentpurchase land, modification or supplement in respect of any of the foregoing. (ii) All conditions, covenants and restrictions for real property owned by any WP Entity, or (iii) agreements between any WP Entity and any contractor or developer made in the ordinary course of business). Each WP Commitment is a legal, valid and binding obligation of the contractsapplicable WP Entity, 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 such WP Entity in accordance with their respective terms (its terms, except (A) as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other Laws of general application similar laws affecting the enforcement of creditors’ ' rights generallygenerally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Except as set forth in WP Disclosure Schedule Section 4.14, (B) as limited by Laws relating no WP Entity is, nor to the availability knowledge of specific performancethe WP Partners or the WP Entities is any other party thereto, 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 in default under any of the Material Subsidiaries is WP Commitments where such default would result, in material default under the aggregate, in a Liability in excess of $2,000,000. Except as set forth in WP Disclosure Schedule Section 4.14, since December 31, 1998, no WP Partner or in material breach of, WP Entity has received written notice of cancellation or in receipt termination of any written claim of such material default or material breach, under WP Commitment from 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 party thereto.

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 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 Agreement, the Prior Purchase Agreements or as set forth on in Section 3.18 of the attached Schedule KSeller Disclosure Letter, 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 involvesto: (Aa) payments any partnership agreements or joint venture agreements which require a payment, or delivery of assets or services beyond the 2006-2007 ski season and which are not terminable by the applicable Company and/or on 30 days or less notice without penalty to the applicable Company or any Material of its Subsidiaries, or which contain exclusivity arrangements which will be binding upon Affiliates of the applicable Company (other than a Subsidiary in excess of $3 million during thereof) following the 12 month period ended on the Closing DateClosing; (Bb) 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 applicable Company or its Subsidiaries would be required to pay severance to any director, officer, employee or consultant; (c) any material agreement with another person or entity limiting or restricting the ability of the applicable Company or its Subsidiaries to enter into or engage in any market or line of business; (d) any material brokerage agreements; (e) any agreements for the sale of any of the assets of the applicable Company or its Subsidiaries other than in the ordinary course of business or for the grant to any person or entity of any preferential rights to purchase any of its assets; (f) any agreement relating to the acquisition by the applicable Company or its Subsidiaries of any operating business or the assets or capital stock of any other corporation, entity or business entered into during the last twelve (12) months; (g) any material agreements relating to the incurrence, assumption, surety or guarantee of any indebtedness other than ASC-Level Financings; (h) any material agreements (other than agreements granting rights to use readily available commercial Software and having an acquisition price of less than $50,000 in the aggregate for all such agreements and agreements allowing the use of Company trademarks, tradenames and the like in connection with promotional activities) (i) granting or obtaining any right to use any Intellectual Property or (ii) restricting the rights of the applicable Company or any Material Subsidiary of its Subsidiaries, or permitting other Persons, to use or register any Intellectual Property of the applicable Company; (i) any material agreements under which the applicable Company or its Subsidiaries has agreed to contribute capital made advances or surplus loans to any Person entity or guarantee individual (which shall not include advances made to an employee of the obligations applicable Company in the ordinary course of any Person under any insurance contractbusiness consistent with past practice); or (Hj) except for agreements described in Section 3.18(a), any material amendment, modification other agreement (or supplement in respect group of related agreements) the performance of which presently requires aggregate payments be made to or from the Company or any of the foregoing. (ii) All its Subsidiaries in excess of $100,000 per year. Each of the contracts, agreements, instruments contracts to which either Company or any of its Subsidiaries is a party and documents which is required to be set forth on Section 3.18 of the attached Schedule K Seller Disclosure Letter (eachthe “Material Contracts”), a “Material Contract”) are validtrue and complete copy of each of which has been delivered or made available to the Buyer prior to the date hereof is in full force and effect and is the legal, valid and binding and obligation of the applicable Company, enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto it in accordance with their respective terms (except (A) as limited by its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application similar laws affecting the enforcement of creditors’ rights generallyand remedies generally and subject, as to enforceability, to general principles of equity (B) as limited by Laws relating regardless of whether enforcement is sought in a proceeding at law or in equity). With respect to each Material Contract, neither the applicable Company nor its Subsidiaries nor, 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 Companies, any other party, is in material default under or in material breach of violation of, or in receipt of default under, any written claim of such material default or material breach, under any Material Contract. No , and no event has occurred occurred, is pending or, to the Knowledge of the Companies, is threatened, which, with the passage of time or after the giving of notice, with lapse of time, or bothotherwise, would result in constitute a material default, breach or event of noncompliance, in each such case, default by the applicable Company or any of the Material its Subsidiaries under any such Material Contract. There are no outstandingor, pending, or to the Knowledge of the CompanyCompanies, threatened material disputes with respect to any other party under 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 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. (a) Schedule 4.13 attached hereto lists: (i) Except as expressly contemplated all contracts that require the expenditure of, or involve the receipt of, more than $350,000 by this Agreementthe Company in any consecutive twelve-month period after the date hereof, other than those terminable on not more than 90 days’ notice; (ii) all agreements governing long-term indebtedness of, or any guarantee thereof by, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither Company; (iii) all material licensing agreements with third parties to which the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license party; (iv) each collective bargaining or other agreement with any labor union or other representative of a group of employees; (whether written or oralv) 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 lineeach partnership, 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 contribution, tax sharing or other cooperative arrangement or similar arrangement agreement involving a sharing of profits profits, losses, costs or otherwise; liabilities by the Company with Seller or any third party; (Evi) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration each written contract 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 is a party and containing terms which impose or any Material Subsidiary has agreed purport to contribute capital impose non-competition obligations upon the Company; (vii) each written warranty, guaranty or surplus other similar undertaking with respect to any Person or guarantee contractual performance extended by the obligations Company other than in the ordinary course of any Person under any insurance contractbusiness; or and (Hviii) 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 all real property leases (each, a “Material ContractReal Estate Lease”) to which the Company is a party (collectively, “Material Contracts”). (b) The Company has not obtained any letter of credit for, or given any power of attorney to, any person or entity for any purpose whatsoever that, in each case, is outstanding or will be in effect on the Closing Date, except for the prosecution of patents and trademarks in the ordinary course of business. (c) The Company is not in default, and to Seller’s knowledge there is no basis for any claim of default, under any of the Material Contracts, except such claims or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of Seller, all of the Material Contracts are in full force and effect and 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 (Ad) as limited by applicable bankruptcy, insolvency, reorganization, moratorium Seller has heretofore delivered or made available to Purchaser true and other Laws correct copies 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 all of the Material Subsidiaries is in material default under or in material breach ofContracts, or in receipt of any written claim of such material default or material breachincluding all amendments, 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 modifications 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 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. 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 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. (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) 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. Set forth in the Kroger Disclosure Letter is a complete and accurate list of all of the following contracts (iwritten or oral), plans, undertakings, commitments or agreements ("Kroger Contracts") Except as expressly contemplated by this Agreement, the Prior Purchase Agreements to which Kroger or as set forth on the attached Schedule K, neither the Company nor any of the Material its Subsidiaries is a party to or by which any of them is bound by any executory contract, lease, license or other agreement (whether written or oral) that involves:as of the date of this Agreement. (Aa) 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 each distribution, supply, inventory purchase, franchise, license, sales, agency or materially limiting advertising contract involving annual expenditures 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 million30,000,000 which is not cancelable (without material penalty, cost or other liability) within one year; (Db) other than arising in the Ordinary Course each promissory note, loan, agreement, indenture, evidence of Business, any joint venture, partnership indebtedness or other cooperative arrangement instrument providing for the lending of money, whether as borrower, lender or similar arrangement involving a sharing guarantor, in excess of profits or otherwise$20,000,000; (Ec) “most favored nations” provisionseach contract, lease, agreement, instrument or other arrangement containing any "radius clause" applicable to markets in which Fred Meyer has operations; (Fd) other than arising in the Ordinary Course of Business, material third-party administration each joint venture or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar partnership agreement pursuant to which any Person has agreed third party is entitled to contribute capital or surplus to the Company develop any property and/or facility on behalf of Kroger or any of its Subsidiaries material to Kroger and its Subsidiaries taken as a whole; (e) any contract that would constitute a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); and (f) except as would not reasonably be expected to have, individually or in the aggregate, a Kroger Material Subsidiary Adverse Effect, each contract, lease, agreement, plan (including Kroger Benefit Plans), instrument, note, indenture or other arrangement to which Kroger or any capital maintenance contract of its Subsidiaries is a party or similar agreement pursuant to otherwise bound under the terms of 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. rights or obligations of a party thereto (iior any other Person who has rights or obligations thereunder) All may be terminated, accelerated, vested, modified or altered as a result of the contractsexecution and delivery of this Agreement and the Stock Option Agreement, agreementsthe performance by the parties of their obligations hereunder or thereunder or consummation of the transactions contemplated hereby and thereby; Correct and complete copies of the written Kroger Contracts, instruments and documents set forth as amended to date, that would be required to be filed as exhibits to Kroger's Form 10-K if such Form 10-K were being filed on the attached Schedule K (eachdate hereof, that have not been filed prior to this date as Exhibits to the Kroger SEC Reports have been delivered or made available to Fred Meyer. Each Kroger Contract is valid and binding on Kroger and any Subsidiary of Kroger which is a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, party thereto and, to the Knowledge knowledge of the CompanyKroger, each other party thereto and is in accordance full force and effect, and Kroger and its Subsidiaries have performed and complied with their respective terms (all obligations required to be performed or compiled with by them under each Kroger 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) in each case as would not be material to the Company and the Company Subsidiariesnot, 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 individually or in material breach ofthe aggregate, or in receipt of any written claim of such material default or material breach, under any reasonably be expected to have a Kroger 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. (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) 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. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): (i) Except as expressly contemplated a material agreement with any senior executive that is not cancelable by this AgreementEquipment Co. on notice of not longer than thirty (30) days and without liability, the Prior Purchase Agreements penalty or as set forth on the attached Schedule K, neither the Company nor any premium; (ii) a lease of the Material Subsidiaries is a party to or bound by any executory contract, lease, license personal property involving consideration or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary expenditure in excess of One Hundred Thousand Dollars ($3 million during 100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 month period ended on months’ notice; (iv) an agreement providing for the Closing Date;disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (Bb) 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 Neither 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, ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the Companyother parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto in accordance thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with their respective terms or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (except c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (Awritten or otherwise) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, for such renegotiation. (Bd) as limited by Laws The Material Contracts relating to the availability sale, design or provision of specific performanceproducts or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, injunctive relief or other equitable remedies any consideration having been paid or promised, that is or would be in violation of any Law. (Ce) as would not be material None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates 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 business 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 outstandingassets owned or used by, pending, or either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the CompanySellers, threatened material disputes with respect no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any such Material Contract. Trueother Person any rights to any invention, correct and complete copies of each Material Contract have been made available to the Purchasersimprovement, or discovery.

Contracts and Commitments. (a) Sellers have made available to Purchaser true and complete copies of all Assumed Contracts. Schedule 5.14 sets forth a true and complete list of all the Contracts (other than Intellectual Property Licenses and Real Property Leases) of the following types to which either Seller is a party and that are Related to the Business: (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) Contract that involves: either (A) requires a payment by any party in excess of, or a series of payments by that in the Company and/or aggregate exceed, $100,000 or provides for the delivery of goods or performance of services, or any Material Subsidiary combination thereof, having a value in excess of $3 million during 100,000, (B) has a term of, or requires the performance of any obligations by any party over a period in excess of, 12 month period ended months or (C) is not cancelable by a Seller on the Closing Datenotice of not longer than 90 days; (Bii) 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 otherwiseShared Contract; (Ciii) Indebtedness involving liabilities any Contract with a licensor, developer, remarketer, distributor, and supplier of IT Assets or information technology services to a Seller Related to the Business pursuant to which a Seller paid, was billed or billed in the aggregate $100,000 or more during the most recent fiscal year; (iv) any material Contract pursuant to which either Seller has made or will make loans or advances in an amount in excess of $5 million; (D) 100,000, other than arising in the Ordinary Course of Business; (v) any Contract involving a partnership, any joint venture, partnership venture or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwiseundertaking; (Evi) “most favored nations” provisions; (F) other than arising any Contract containing commitments of suretyship, guaranty or indemnification by a Seller Related to the Business except in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (Gvii) a any Contract for any material capital maintenance contract, keepwell expenditures or similar material leasehold improvements; (viii) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of either Seller in connection with the Business; (ix) any Software Contract; (x) any Post-Petition Contract; (xi) any other Contract not made in the Ordinary Course of Business that is to be performed in whole or in part at or after the date of this Agreement; and (xii) any Contract not specified above the termination of which would result in a Material Adverse Effect. (b) No Seller is subject to a non-competition agreement or similar Contract with respect to the Business. (c) No Seller has outstanding any material Contract Related to the Business to acquire any debt obligations of others, other than acquisitions of delinquent and defaulted receivables and Advances (including the reimbursement thereof) or in the Ordinary Course of Business. (d) Except to the extent that Advances may be deemed to be loans, no Seller has any material outstanding loan to any Person has agreed to contribute capital or surplus Related to the Company or any Material Subsidiary or any capital maintenance contract Business, it being understood that obligations to reimburse employees for relocation, business, travel, entertainment or similar agreement pursuant expenses incurred in the Ordinary Course of Business shall not be deemed loans for such purposes. (e) Except as set forth on Schedule 5.14(e), all Contracts Related to the Business to which a Seller is a party and to which the Company Purchased Assets or any Material Subsidiary has agreed Assumed Liabilities are subject are in full force and effect and, subject to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendmentEnforceability Exceptions, 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 the express 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 Closingthereof. 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 To the Knowledge of the CompanySellers, threatened there are no material disputes with respect to pending or threatened under any such Material Contract. True, correct and complete copies of each Material Contract have been made available to included in the PurchasersPurchased Assets or Assumed Liabilities.

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. (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. (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 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) 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. (a) Schedule 4.15 annexed hereto lists all material contracts, leases, commitments, technology agreements, software development agreements, software licenses, indentures and other agreements to which the Corporation is a party (collectively, "Material Contracts") including, without limitation, the following: (i) Except as expressly contemplated any contract for the purchase of equipment, supplies, other materials, or other inventory items other than purchase orders for supplies entered into in the ordinary course of business; (ii) any contract related to the purchase or lease of any capital asset involving aggregate payments of more than $5,000 per annum that is not cancelable by this Agreementthe Corporation on less than thirty (30) days notice; (iii) all technology agreements, software development agreements and software licenses (except for pre-printed licenses for commercially available and non-custom software applications) involving the Corporation or any Affiliate, regardless of the duration thereof or the amount of payments called for or required thereunder; (iv) any guarantee, make-whole agreement, or similar agreement or undertaking to support, directly or indirectly, the Prior Purchase Agreements financial or as set forth other condition of any other person or entity; (v) each contract for or relating to the employment of any officer, employee, technician, agent, consultant, or advisor to or for the Corporation that is not cancelable by the Corporation without penalty, premium or liability (for severance or otherwise) on less than thirty (30) days' prior written notice; (vi) license, royalty, franchise, distributorship, dealer, manufacturer's representative, agency and advertising agreements; (vii) any contract with any collective bargaining unit; (viii) any mortgage of real property; (ix) any factoring agreement with respect to the attached Schedule K, neither the Company nor any accounts receivable of the Material Subsidiaries is a party Corporation; (x) any pledge or other security agreement by the Corporation other than guaranties entered into in the ordinary course of business which are not material to the Corporation, (xi) any joint venture agreement or bound by similar arrangement; (xii) any executory non-competition agreement or similar arrangement; and (xiii) any contract, lease, license commitment, indenture, 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 Corporation is a party that may not be terminated without penalty, premium or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee liability by the obligations of any Person under any insurance contract; or Corporation on not more than thirty (H30) 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 “days' prior written notice. The term "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 agreement, the failure of which to maintain, perform 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 continue in effect (including by reason of the Material Subsidiaries Merger) has not and is in material default under not reasonably expected to adversely affect the Corporation and its assets, properties, businesses 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 Purchasersfinancial condition.

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) The Company has made available to Parent copies of the following Contracts of the Company, together with all amendments or waivers pertaining thereto, which are currently in effect as of the date hereof (the “Material Contracts”): (i) Except as expressly contemplated by this Agreement, Contracts (other than purchase orders entered into in the Prior Purchase Agreements ordinary course of business) which involve commitments to make capital expenditures or as set forth on which provide for the attached Schedule K, neither the Company nor any purchase of the Material Subsidiaries is a party to goods or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments services by the Company and/or from any Material Subsidiary one Person under which the undelivered balance of such products or services has a purchase price in excess of Ten Thousand Dollars ($3 million during the 12 month period ended on the Closing Date10,000); (Bii) prohibiting Contracts (other than purchase orders entered into in the ordinary course of business) which provide for the sale of products or materially limiting or restricting services by the Company and under which the undelivered balance of such products or any Material Subsidiary from freely engaging services has a sale price in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseexcess of Ten Thousand Dollars ($10,000); (Ciii) Indebtedness Contracts relating to the borrowing of money by the Company, to the granting by the Company of a Lien on any of its assets, or any guaranty by the Company of any obligation or liability in any case involving liabilities a liability in excess of Ten Thousand Dollars ($5 million10,000); (Div) 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 is a lessor or a lessee of any Material Subsidiary has agreed to contribute capital property, personal or surplus real, or holds or operates any tangible personal property owned by another Person, except for any leases of personal property; (v) Contracts for the use, license or sublicense of any Proprietary Rights owned or licensed by the Company or otherwise used in the Business (other than any license of mass-marketed or otherwise generally available software); (vi) any power of attorney (whether revocable or irrevocable) given to any Person by the Company; (vii) Contracts by the Company not to compete in any business or guarantee in any geographical area or with respect to which the obligations Company is the beneficiary of any Person under any insurance contract; ornon-compete provision; (Hviii) Contracts restricting the right of the Company to use or disclose any information in its possession or with respect to which the Company is the beneficiary of any confidentiality, nondisclosure or non-use provision; (ix) any material amendmentpartnership, modification joint venture or supplement in respect of any of the foregoing.other similar arrangements; (iix) All of the contracts, any employment agreements, instruments severance agreements, bonus agreements 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 non-competition agreements with employees of the Company; and (xi) any Contract with any officer, each director, shareholder or any of their respective Affiliates. (b) ) With respect to such Company Material Contracts: (i) the Company has not materially breached or cancelled any Material Contract; ( ii) to the Company’s Knowledge, none of the Company’s Material Contracts have been breached in any respect or canceled by the other party thereto in accordance with their respective terms which has not been duly cured or reinstated; (except (Aiii) 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 performanceCompany’s Knowledge, 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 is 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 the Company’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 of noncompliancedefault under any Contract or create in any Person the right to accelerate, in each such casesuspend, by terminate, modify, cancel or exercise any other material right under any Company Material Contract; (v) no Person has given notice to the Company or of repudiation of any provision of the Material Subsidiaries under any such Material Contract. There are no outstanding; and (vi) the Company has not received any notice of any, pending, or and to the Company’s Knowledge there is no, impending change of any business relationship with any Person with whom the Company has a material business relationship. To the Company’s Knowledge, 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 Purchasersis valid, binding and in full force and effect and enforceable in accordance with its terms.

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. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as Schedule 5.18 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 PMCT), to which STH or any of the Material STH Subsidiaries is a party to or bound by which any executory contract, lease, license or other agreement (whether written or oral) that involvesHotel is bound: (Ai) all contracts providing for the management of the Hotels; (ii) all franchise agreements (the "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 STH or any of the STH Subsidiaries to engage in any business activity or to 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 indebtedness which are secured or collateralized by mortgages, deeds of trust or other security interests in any Hotel or any personal property of STH or any of the STH Subsidiaries; (vii) all contracts relating to any business combination; (viii) all contracts between or among STH or any of the STH 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 STH or any of the STH 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 300,000 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 to their terms within 90 days following 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 5.18 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 5.18, taken as a whole); providedneither STH, 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 STH Subsidiaries nor, to the knowledge of STH, 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 the giving of notice, or both, both would result be in a material defaultviolation, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries default under any such contract), the effect of which, individually or in the aggregate, could reasonably be expect to result in an STH Material Contract. There are no outstanding, pending, or to the Knowledge Adverse Effect. (c) The Franchise Agreements disclosed on Schedule 5.18 constitute all of the Company, threatened material disputes with respect franchise or similar agreements necessary to operate and manage the Hotels and neither STH nor any STH Subsidiary has received any notice or has any knowledge of an event of default or termination or proposed termination under any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersFranchise Agreement.

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. (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. (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. (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. 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. (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 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. (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. (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. (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. 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. (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. (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 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. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on in Section 4.18(a) of the attached Schedule KExpert Disclosure Letter, neither the Company Expert nor any of the Material Expert Subsidiaries has, or is a party to or is bound by by: (i) any executory consulting or sales agreement, contract or commitment under which any firm or other organization provides services to Expert or any of the Expert Subsidiaries; (ii) any fidelity or surety bond or completion bond; (iii) any agreement of indemnification or guaranty; (iv) any agreement, contract, leasecommitment, transaction or series of transactions for any purpose other than in the ordinary course of Expert's or any of the Expert Subsidiaries' business relating to capital expenditures or commitments or long-term obligations in excess of $50,000; (v) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Expert's or any of the Expert Subsidiaries' business; (vi) any mortgages, indentures, loans or credit agreements, security agreements or other arrangements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (iii) hereof; (vii) any purchase order or contract for the purchase of inventory or other materials involving $50,000 or more; (viii) any distribution, joint marketing or development agreement; (ix) any assignment, license or other agreement (whether written or oral) that involves:with respect to any form of intangible property; or (Ax) payments by the Company and/or any Material Subsidiary other agreement, contract or commitment that involves $50,000 or more or is not cancelable without penalty in excess of $3 million during the 12 month period ended on the Closing Date; 50,000 within thirty (B30) 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; days (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Businesscollectively, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (Ei) “most favored nations” provisions; through (Fx) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance above shall be known as "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"). (iia) All of Except as would not individually or in the contractsaggregate have an Expert Material Adverse Effect, agreements, instruments all such Contracts are valid and documents set forth binding on the attached Schedule K (each, a “Material Contract”) Expert and are valid, binding in full force and effect and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto Expert in accordance with their respective terms. Except as disclosed in Section 4.18(b) of the Expert Disclosure Letter, no approval or consent of, or notice to any Person the failure of which to obtain would have an Expert Material Adverse Effect is needed in order that such Contracts shall continue in full force and effect in accordance with its terms (except (A) as limited without penalty, acceleration or rights of early termination following the consummation of the transactions contemplated 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 this Agreement. Except 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 extent any of the Material Subsidiaries is in material default under following would not individually or in material breach the aggregate have an Expert Material Adverse Effect, Expert is not in violation of, 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 outstandingContract nor, pendingto Expert's knowledge, or to the Knowledge of the Company, threatened material disputes with respect is any other party to any such Material Contract. TrueExcept as set forth in Section 4.18 of the Expert Disclosure Letter, correct and complete copies Expert is not in violation or breach of each Material or default under any such Contract have been made available (including leases of real property) relating to the Purchasersnon-competition, indebtedness, guarantees of indebtedness of any other person, employment, or collective bargaining.

Contracts and Commitments. (a) To the extent not listed on Schedule 2.1B or Schedule 2.1D, Schedule 2.1F hereto lists all Material Contracts related to the operation of the Business to which United is a party or by which it or any of its assets or properties are bound (true and correct copies, each of which have been previously delivered to Buyer). Each Material Contract (whether disclosed on Schedule 2.1B, Schedule 2.1D, Schedule 2.1F or otherwise) 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 2.1F, (i) Except as expressly contemplated there exists no material default or claim thereof 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 Contract, (ii) there are no facts or conditions which, if continued or noticed, would result 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 a default having a Material Adverse Effect under any Material Subsidiary from freely engaging in Contract, (iii) United has not received any business notice that any person intends to cancel, modify 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 terminate any Material Subsidiary Contract, or to exercise or not to exercise any capital maintenance contract or similar agreement pursuant to which the Company or options thereunder, (iv) United has not given any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations notice of any Person under any insurance contract; or (H) any material amendmentcancellation, modification or supplement in respect termination of any Material Contract or of the foregoing. exercise or non-exercise of any options thereunder, (iiv) All of the contracts, agreements, instruments each Material Contract is a valid and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and agreement 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 enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws similar laws relating to or affecting creditors' rights generally and to general equity principles (whether such enforceability is considered in a proceeding at law or in equity), and (vi) no consent or approval of the availability other parties to any Material Contract or any person pursuant to any Material Contract is required for the consummation of specific performancethe transactions contemplated herein except as set forth on said Schedule, injunctive relief all of which have been obtained and are in full force and effect. (b) United is not a party to any contract for goods or services or any lease with any officer, director, shareholder, employee or agent of United or any Affiliate of any such person. (c) No purchase or sale commitments by United are in excess of the normal, ordinary and usual requirements of the Business; United has no outstanding power of attorney to any person, firm or corporation for any purpose whatsoever; United is not restricted by law or agreement from carrying on the Business anywhere in the world; no officer, director, shareholder or Affiliate of United has any financial interest, direct or indirect, in United's supplier s or customers; except as set forth on Schedule 6.12(c) hereto, United grants no discounts or rebates to its customers. (d) United has not made any other equitable remedies contract or agreement or granted any option to contribute or otherwise transfer all or a significant part of the capital stock or Assets of United. (Ce) The Customer Deposits (as would not be material defined in Section 3.1(y)) are all amounts owed to the Company and the Company Subsidiaries, taken customers of United as a whole); provided, that, for the avoidance result of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied amounts held by United 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 Purchaserscustomer deposit.

Contracts and Commitments. (a) Section 2.09(a) of the Company Disclosure Schedules sets forth a complete and accurate list of each of the following Contracts to which the Company is a party or otherwise bound (any Contract of a nature described below to which the Company is a party or otherwise bound, being referred to herein as a “Material Contract” and, collectively, as the “Material Contracts”): (i) Except any Contract or commitment that requires, or would reasonably be expected to result in, payments by the Company or its Subsidiaries, except for any such Contract or commitment that is cancelable without penalty, further payment or material liability upon notice of 30 calendar days or less; (ii) any Contract relating to the borrowing of money or extension of credit or to mortgaging, pledging or otherwise placing a Lien on any asset of the Company; Table of Contents (iii) any guaranty of any obligation for borrowed money or Contract containing any other guaranty or indemnification obligation; (iv) any Contract (other than any Contract for Standard Software and nondisclosure and confidentiality agreements entered into in the ordinary course of business consistent with past practice) under which (A) the Company acquired ownership of any Owned Intellectual Property, (B) the Company has granted to any Person a license or other rights to use any Owned Intellectual Property or Licensed Intellectual Property, (C) the Company has been granted by any Person a license or other rights to use any Licensed Intellectual Property or (D) the Company is obligated to pay royalties to any Person for the right to use any Intellectual Property that is material to the business of the Company, as expressly currently conducted or as contemplated to be conducted; or (v) any Contract limiting in any respect the right of the Company to engage or participate, or compete with any Person, or solicit any Person, in any line of business, market or geographic area, or to make use of or to develop any Intellectual Property, or any Contract granting most favored nation or preferred pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of first refusal, rights of first negotiation or similar rights or terms to any person, or any Contract otherwise limiting the right of the Company to sell, develop, distribute or manufacture any product or to purchase or otherwise obtain any product, materials, components, parts or services; (vi) any Contract that requires a consent to, or otherwise contains a provision relating to a “change of control,” that would prohibit or delay the consummation 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 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; (Bvii) prohibiting any Contract or materially limiting commitment relating to the disposition or restricting the Company acquisition of assets or any Material Subsidiary from freely engaging interest in any business or competing anywhere in enterprise outside of the world or providing for exclusivity in any ordinary course of business line, geographic area or otherwiseconsistent with past practice; (Cviii) Indebtedness involving liabilities in excess of $5 millionany collective bargaining Contract; (Dix) any Employment Agreement or other than arising in the Ordinary Course of BusinessContract with an individual consultant, contractor, or salesperson, any agreement, Contract or commitment to grant any bonus (in cash or otherwise) to any Employee, or any contractor, consulting or sales agreement, Contract, or commitment with a firm or other organization; (x) any Contract that contains any redundancy, severance or termination pay or creates post-employment Liabilities; (xi) any partnership, collaboration, dealer, distribution, supply, procurement, agency, joint marketing, joint venture, partnership strategic alliance, affiliate, services, or other cooperative arrangement development Contract or similar arrangement involving Contract or any Contract which is or contains a sharing power of profits or otherwiseattorney given by the Company; (Exii) any nondisclosure, confidentiality, material transfer, “most favored nationsstandstill” provisionsor similar Contract, other than those nondisclosure and confidentiality agreements entered into in the ordinary course of business consistent with past practice; (Fxiii) any sales representative, manufacturing, distribution, agency or any 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 granting any Person has agreed rights to contribute capital manufacture, market, sell or surplus to distribute any product of the Company or in 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 contractterritory; or (Hxiv) any material amendment, modification settlement agreement or supplement in respect covenant not to ▇▇▇. Table of any of the foregoing.Contents (iib) All The Company has made available to Parent a true and correct copy of the contracts, agreements, instruments all Material Contracts. Each Material Contract is valid and documents set forth binding on the attached Schedule K (each, Company that is a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicableparty thereto, and, to the Knowledge knowledge of the Company, on each other Person that is a party thereto to such Material Contract and each Material Contract is in accordance with their respective terms (except (A) as limited by applicable bankruptcyfull force and effect, 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 of specific performanceEnforceability Exceptions. (c) The Company has not violated or breached, injunctive relief in any material respect, or other equitable remedies or (C) as would not be committed any material default under, any Material Contract and, 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 is Company, no other Person has violated or breached, in any material respect, or committed any material default under or in material breach ofunder, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, or condition exists that (with or without the giving of notice or with the passage lapse of time or the giving of noticeboth) will, or both, would reasonably be expected to: (i) result in a material default, breach violation or event of noncompliancebreach, in each such caseany material respect, by the Company or of any of the provisions of any Material Subsidiaries Contract; (ii) give any Person the right to declare a material breach or material default or exercise any remedy under any such Material Contract; (iii) give any Person the right to accelerate the maturity or performance of any Material Contract; or (iv) give any Person the right to cancel, terminate or modify any Material Contract. There are no outstanding, pending, or to the Knowledge knowledge of the Company, threatened material disputes or disagreements with respect to any such Material Contract. TrueThe Company has not received any notice from any Person regarding any actual or possible material violation or breach of, correct and complete copies of each or default under, any Material Contract have been made available to the PurchasersContract.

Contracts and Commitments. (a) Schedule 2.11(a) contains a true and complete list of (i) all license agreements to which any of the Acquired Companies is a party, together with all material amendments thereto; and (ii) all other material contracts and documents of any of the Acquired Companies, together with all material amendments thereto. (b) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached in Schedule K2.11(b), neither the Company nor any none of the Material Subsidiaries Acquired Companies is a party to any: (i) agreement or bound by indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any executory contractof the assets of any of the Acquired Companies other than as disclosed in Schedule 2.8(a); (ii) guaranty of any obligation for borrowed money or otherwise, lease, license or other agreement than endorsements made for collection; (whether written or oraliii) that involves: (A) payments by contract which prohibits any 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 Acquired Companies from freely engaging in any business or competing anywhere in the world world; (iv) contract, agreement or providing understanding with any of its officers, directors or employees (other than for exclusivity in employment on customary terms) or any business line, geographic area Participating Shareholder or otherwise; any Responsible Person; or (C) Indebtedness involving liabilities in excess of $5 million; (Dv) 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, agreement 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 business of any of the foregoingAcquired Companies or other agreement not entered into in the ordinary course of business. (iic) All Buyer has been supplied with a true and correct copy of all agreements which are referred to in either Schedule 2.11(a) or Schedule 2.11(b), together with all material amendments, waivers or other changes thereto. None 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, Acquired Companies is and, to the Knowledge best knowledge of each of the CompanyResponsible Persons, each no other party thereto to any material agreement referred to in accordance with their respective terms (except (Aeither Schedule 2.11(a) as limited by applicable bankruptcyor Schedule 2.11(b) is, 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 in default with respect to an Additional Closingany material term or condition thereof, as of or prior to such Additional Closing. Neither the Company nor has 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 which through the passage of time or the giving of notice, or both, would result in constitute a material default, breach default thereunder or event would cause the acceleration of noncompliance, in each such case, by the Company or any obligation 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 Purchasersparty thereto.

Contracts and Commitments. (a) Except for leases required to be disclosed pursuant to Sections 4.12 and 4.13 hereof, Plans required to be disclosed pursuant to Section 4.17(a) hereof and insurance policies required to be disclosed by Section 4.20 hereof, Schedule 4.21(a) attached hereto contains a list of each contract, subcontract, agreement, commitment, option, note, bond, mortgage, indenture, deed of trust, guarantee, franchise or license which: (i) Except (A) requires payments in excess of Five Hundred Thousand Dollars ($500,000.00); (B) contains the terms and conditions: (I) upon which any person is employed or engaged as expressly an officer, general manager, or consultant; or (II) upon which any severance or other termination payments are payable; (C) provides preferential rights to purchase any material quantity of any assets; (D) limits the freedom of any party to engage in any business in any geographic area; (E) contains any "change in control" provision which would be breached by the consummation of the transactions contemplated by this Agreement, ; or (F) contains the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor terms of any guaranty of the Material Subsidiaries payment or performance of any liabilities or obligations the cost of the payment or performance of which liabilities or obligations exceeds, in the aggregate, an amount equal to Five Hundred Thousand Dollars ($500,000); and (ii) (A) Seller is a party to and relates primarily to any Automotive Filter Company (hereinafter individually referred to as a "Seller Contract" and collectively as the "Seller Contracts"); or (B) any Automotive Filter Company is a party to or bound by any executory contract, lease, license or other agreement the beneficiary of (whether written or oral) that involves: (A) payments by hereinafter individually referred to as a "Automotive Filter Company Contract" and collectively as the "Automotive Filter 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"). (iib) All Prior to the date hereof Seller has delivered or otherwise made available to Buyer, true and complete copies of the contracts, agreements, instruments Seller Contracts and documents the Automotive Filter Company Contracts including all amendments thereof and modifications thereto. (c) Except as set forth on in Schedule 4.21(c) attached hereto, each of the attached Schedule K (each, a “Material Contract”) Seller Contracts and the Automotive Filter Company Contracts are valid, binding and in full force and effect 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 its terms except to the extent that: (except (Ai) as limited by applicable such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors rights; and (ii) the remedy of specific performance and injunctive and other Laws forms of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating equitable relief may be subject to equitable defenses and to the availability discretion of specific performancethe court before which any proceeding therefore may be brought; (d) Except as set forth in Schedule 4.21(d) attached hereto, injunctive relief Seller is not in material default (and no event or other equitable remedies condition exists which, with notice, lapse of time or (Cboth would constitute a material default) 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 any of or prior to such Additional Closing. Neither the Company nor its obligations under any of the Material Subsidiaries Seller Contracts, and, to the knowledge of Seller, there is no basis for any claim that any other parties to any of the Seller Contracts is in material default with respect to its obligations under or such Seller Contracts; and (e) Except as set forth in Schedule 4.21(e) attached hereto, none of the Automotive Filter Companies is in material breach of, default (and no event or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred condition exists which, with the passage notice, lapse of time or the giving of notice, or both, both would result in constitute a material default, breach or event ) with respect to the obligations of noncompliance, in each such case, by the any Automotive Filter Company or under any of the Material Subsidiaries under any such Material Contract. There are no outstandingAutomotive Filter Company Contracts and, pending, or to the Knowledge knowledge of Seller, there is no basis for any claim that any other party to any of the Company, threatened Automotive Filter Company Contracts is in material disputes default with respect to any its obligations under such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersAutomotive Filter Company Contracts.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreementdisclosed in Schedule 4.9, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is not a party to or bound by any executory contract, lease, license obligation or other agreement (whether written or oral) that involves: (A) payments commitment which involves a potential commitment by the Company and/or any Material Subsidiary HTI in excess of $3 million during 500,000 or which is otherwise material and not entered into in the 12 month period ended ordinary course of business and is not obligated under any contract or agreement or subject to any charter restriction which presently materially adversely affects"" its business, properties, assets, prospects or financial condition. The Company is not in default under any contract, obligation or commitment the consequences of which default would have a Material Adverse Effect on the Closing DateCompany. All agreements terminable by a third party in the event the Company enters into this Agreement have been brought to DUPONT's attention. (b) Except as set forth in Schedule 4.9, HTI is not a party to any material written or oral (a) contract with any labor union; (Bb) prohibiting contract for the future purchase of fixed assets or materially limiting for the future purchase of materials, supplies or restricting equipment in excess of normal operating requirements; (c) contract for the Company employment of any officer or director on a full-time basis or any Material Subsidiary from freely engaging in contract with any business person on a consulting basis; (d) bonus, pension, profit-sharing, retirement, stock purchase, stock option, or competing anywhere in similar plan; (e) agreement or indenture relating to the world borrowing of money or providing to the mortgaging, pledging or placement of a lien on any assets of HTI; (f) guaranty of any obligation for exclusivity in any business line, geographic area borrowed money or otherwise; (Cg) Indebtedness involving liabilities lease or agreement under which HTI is lessee of or holds or operates any property, real or personal, owned by any other party; (h) lease or agreement under which HTI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by HTI; (i) agreement or other commitment under which HTI is obligated to pay any broker's fees, finder's fees or any such similar fees, to any third party in excess of $5 million75,000 during the year ended December 31, 1996; (Dk) other than arising in the Ordinary Course of Businesscontract, agreement or commitment under which HTI has issued, or may become obligated to issue, any joint ventureshares of capital stock of HTI, partnership or any warrants, options, convertible securities 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 commitments pursuant to which HTI is or may become obligated to issue any Person has agreed to contribute shares of its capital or surplus to the Company stock; or any Material Subsidiary other contract, agreement, arrangement or any capital maintenance contract or similar agreement pursuant to understanding 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 is material to the Company business of HTI. HTI has furnished to DUPONT true 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 Purchasersall such agreements and other documents requested by DUPONT or its authorized representatives.

Contracts and Commitments. (a) Schedule 3.17(a) lists all of the following Contracts, whether written or oral, to which the Company is a party or which relate to the Transferred Business (“Material Contracts”): (i) Except as expressly contemplated Any Contract providing for the sale of products or the provision of services by this Agreement, Seller (with respect to the Prior Purchase Agreements Transferred Business) or as set forth on the attached Schedule K, neither the Company nor in excess of $50,000; (ii) Any Contract providing for an expenditure by Seller (with respect to the Transferred Business) or the Company in excess of $50,000; (iii) any license agreement pursuant to which Seller or the Company, as licensee or licensor, licenses any Transferred Germplasm, any traits included in any Transferred Germplasm, or any other Intellectual Property; (iv) Any purchase commitment in excess of the Material Subsidiaries is normal requirements of the Transferred Business or at a party price in excess of the current reasonable market price at the time of such commitment; (v) Any power of attorney granted by Seller, with respect to the Transferred Business, or bound by the Company to any executory contractPerson; (vi) Any loan agreement, leaseindenture, license promissory note, conditional sales agreement, mortgage, security agreement, pledge, letter of credit arrangement, guarantee or other similar type of agreement; (vii) Any arrangement or other agreement (whether written or oralnot otherwise required to be listed on Schedule 3.17(a) that involves: under any other clause of this Section 3.17(a)) which involves (A) a sharing of profits, (B) future payments of $50,000 or more per annum to other Persons, or (C) any joint venture, partnership or similar Contract or arrangement; (viii) Any sales agency, sales representation, consultant, distributorship or franchise agreement that is not terminable by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Datewithout penalty within 60 days; (Bix) prohibiting Any Contract providing for the payment of any cash or materially limiting other benefits upon the sale or restricting change of control of the Company or any Material Subsidiary the sale of a substantial portion of the Company’s or the Seller’s assets; (x) Any Contract prohibiting competition, prohibiting the Company from freely engaging in any business or competing anywhere in the world world, or providing for exclusivity in any business line, geographic area prohibiting the disclosure of trade secrets or otherwiseother confidential or proprietary information; (Cxi) Indebtedness involving liabilities in excess of $5 million; (D) other than arising Any Contract or commitment not made 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 contractCourse; or (Hxii) any material amendment, modification Any other Contract or supplement in respect of any of commitment which is not cancelable by the foregoingCompany without penalty on 60 days’ notice or less. (iib) All of the contractsNeither Seller nor Landec, 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 Closingthe Transferred Business, as of or prior to such Additional Closing. Neither nor the Company nor has received any of the Material Subsidiaries is in material default under or in material breach of, or in receipt notice of any written claim of such material default intention to terminate, repudiate or material breach, under disclaim 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) Except as set forth in Section 5.5(a) of the Disclosure Letter and for the Retained Liabilities, none of the Transferred Assets are subject to: (i) Except as expressly contemplated by this Agreementany agreement, contract or commitment requiring the Prior Purchase Agreements expenditure or as set forth on the attached Schedule K, neither the Company nor any series 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 related expenditures of funds in excess of $3 million during the 12 month period ended on the Closing Date10,000; (Bii) prohibiting any agreement, contract or materially limiting commitment requiring the payment for goods or restricting services whether or not the Company goods or services are actually provided or the provision of goods or services at a price less than Seller's cost of producing the goods or providing the services; (iii) any loan or advance to, or investment in, any Person or any Material Subsidiary from freely engaging agreement, contract, commitment or understanding relating to the making of any loan, advance or investment; (iv) any contract, agreement, indenture, note or other instrument relating to the borrowing of money or any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for deposit or collection in the ordinary course of business); (v) any management service, union, employment, consulting or other similar type contract or agreement; (vi) any agreement, contract or commitment that would limit the freedom of Buyer or any Affiliate thereof following the Effective Time to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any of the Transferred Assets or to compete with any Person or to engage in any business or competing anywhere in the world or providing for exclusivity activity in any business line, geographic area or otherwisearea; (Cvii) Indebtedness involving liabilities any agreement, lease, contract or commitment or series of related agreements, leases, contracts or commitments not entered into in excess the ordinary course of $5 millionbusiness or, except for agreements to purchase or sell goods and services entered into in the ordinary course of business of Seller, not cancelable by Seller without penalty to Seller or within 30 days; (Dviii) other than arising in any agreement or contract that would obligate or require Buyer or any subsequent owner of any of the Ordinary Course of Business, Transferred Assets to provide for indemnification or contribution with respect to any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwisematter; (Eix) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Businessany license, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell royalty 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 contractagreement; or (Hx) any other agreement, contract or commitment that might reasonably be expected to have a Material Adverse Effect. (b) Section 5.5(b) of the Disclosure Letter lists, and identifies as such, all contracts between Seller or its Affiliates and producers of natural gas from the Dedicated Lands (the "Producer Contracts"). Pursuant to these Producer Contracts, Seller fractionated through the Transferred Assets no less than 120,000,000 Gallons (as defined in the Frac Agreement) of liquids in 1997. Seller has provided Buyer complete access to all such Producer Contracts. (c) Seller is not in breach of any material amendmentprovision of, modification or supplement is not in respect default (or knows of any event or circumstance that with notice, or lapse of time or both, would constitute an event of default) under the terms of any of the foregoing. contracts listed in Section 5.5(a) and (iib) All of the contracts, agreements, instruments Disclosure Letter and documents set forth on the attached Schedule K (each, a “Material Contract”) all of such contracts are valid, binding in full force 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 effect. 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 any of the Material Subsidiaries is in material default under or in material breach of, or in receipt aware of any written claim of such material default pending 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 of such Material Contract. Truecontracts.. (d) Except as set forth in Section 5.5(d) of the Disclosure Letter, correct the enforceability of the contracts listed in Section 5.5(a) and complete copies (b) of each Material Contract have been made available the Disclosure Letter will not be affected in any manner by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and none of the contracts require the consent or waiver of any Person or Governmental Authority prior to the Purchaserssale, assignment, transfer, conveyance or delivery thereof pursuant to this Agreement.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Hoechst Contracts Schedule K-------------------------- (which Contracts Schedule indicates the parties thereto), with respect to the ------------------ Business, neither the Company Hoechst nor any of the Material Subsidiaries Other Hoechst Entities is a party to any oral or bound by any executory contract, lease, license or other agreement (whether written or oral) that involveswritten: (Ai) payments by plan or other Contract providing for bonuses, pensions, options, stock purchases, deferred compensation, retirement payments, profit sharing, collective bargaining or the Company and/or like, or any Material Subsidiary Contract with any labor union involving in any such case in excess of $3 million during the 12 month period ended on the Closing Date200,000; (Bii) management agreement or other Contract for the employment of any officer, partner, individual employee or other person on a full-time, part-time or consulting basis or providing for the payment of any cash or other compensation or benefits upon the sale of the Business or a change of control (whether upon the occurrence of any additional events or conditions or otherwise) involving in any such case in excess of $200,000 or otherwise prohibiting competition; (iii) Contract relating to the borrowing of money or materially limiting to mortgaging, pledging or restricting otherwise placing a Lien on any of the Company Business Assets, other than Permitted Liens; (iv) Contract with respect to the lending or investing of funds involving more than $250,000; (v) license or royalty agreement involving more than $250,000; (vi) guaranty, suretyship, letter of comfort or similar undertaking involving more than $250,000 of any Material Subsidiary obligation for borrowed money or that otherwise relates to the Business Assets, other than endorsements made for collection; (vii) Contract or group of related Contracts with the same party for the purchase or sale of commodities, supplies, products or other personal property or for the furnishing or receipt of services having a selling price in excess of $500,000; (viii) Contract that would impose any significant restrictions upon the ability of any Acquired Entity or Dade Entity from freely engaging in any business or competing the Business anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseworld; (Cix) Indebtedness Contract relating to the manufacturing, distribution, marketing, advertising or promotion of products or services (whether by the Business or for the Business) involving liabilities in any such case more than $500,000; (x) Contract relating to the acquisition or sale of a business (or any portion thereof) having a fair market value in excess of $5 million250,000; (Dxi) other than arising in Contract or group of related Contracts with the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement same party 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 potential liability to any Person or guarantee the obligations party thereto of any Person under any insurance contractmore than $500,000; or (Hxii) any other Contracts material amendmentto the Business, modification whether or supplement not entered into in respect the ordinary course of any business, the absence of the foregoingwhich would reasonably be likely to have an adverse effect involving more than $500,000. (iib) All of the contracts, agreements, instruments and documents set forth on Except as specifically disclosed in the attached Hoechst Contracts ----------------- 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 reasonably involve liabilities or obligations in excess -------- of $500,000, (i) no Contract required to be material disclosed on the Hoechst Contracts ----------------- Schedule has been (or, by giving effect to the Company and the Company SubsidiariesClosing, taken as a whole); providedwill be) breached in -------- any respect or has been (or, thatto Hoechst's Knowledge, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior after giving effect to the Initial Closing, orwill be) canceled by the other party thereto, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither since the Company nor any date of the Material Subsidiaries is in material default under Latest Balance Sheet, none of the significant customers, suppliers, outside service providers or in material breach of, or in receipt sources of any written claim referral of such material default or material breach, under any Material Contract. No event the Business 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 notified Hoechst or any of the Material Subsidiaries Other Hoechst Entities in writing that it will stop or decrease the rate of business done with or referred to the Business and (ii Hoechst and the Other Hoechst Entities have performed all of their obligations under the Contracts required to be listed on the Hoechst Contracts Schedule and, to -------------------------- Hoechst's Knowledge, there is no breach of or default by any other party under any such Material Contract. There are no outstandingContract to which any of them is a party or any event which, pendingupon giving of notice or lapse of time or both, or upon and after giving effect to the Knowledge transactions contemplated by the Restructuring Documents and the Combination Documents, would constitute such a breach or default. (c) A true and correct copy of all Contracts which are referred to on the Companyattached Hoechst Contracts Schedule, threatened material disputes together with respect to any such Material Contract. Trueall amendments, correct and complete copies of each Material Contract exhibits, -------------------------- attachments, waivers or other changes thereto, have been made available to Dade (or, in the Purchaserscase of any oral Contract or Contract withheld due to confidentiality requirements, a summary of the material terms of such Contract has been supplied to Dade).

Contracts and Commitments. (a) Section 2.09(a) of the Company Disclosure Schedules sets forth a complete and accurate list of each of the following Contracts to which the Company is a party or otherwise bound for which any material portion thereof remains executory (any Contract of a nature described below to which the Company is a party or otherwise bound, being referred to herein as a “Material Contract” and, collectively, as the “Material Contracts”): (i) Except any Contract or commitment for goods or services (excluding employment Contracts or commitments or agreements relating thereto or arising therefrom) that requires, or would reasonably be expected to result in, payments by the Company or its Subsidiaries in excess of $50,000 individually, except for any such Contract or commitment that is cancelable without penalty, further payment or material liability upon notice of 30 calendar days or less; (ii) any Contract relating to the borrowing of money or extension of credit or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any material asset of the Company; (iii) any guaranty by the Company of any obligation for borrowed money by a third party or any Contract containing any guaranty by the Company of any indemnification obligation of a third party; (iv) any Contract (other than any Contract for Standard Software, nondisclosure, confidentiality or invention assignment agreement entered into in the ordinary course of business consistent with past practice, any Contract with any customer, supplier or service provider entered into in the ordinary course of business consistent with past practice, or any Contract entered into in connection with any financing, acquisition, sale or similar transactions) under which (A) the Company acquired ownership of any Owned Intellectual Property material to the business of the Company as expressly currently conducted, (B) the Company has granted to any Person a license or other rights to use any Owned Intellectual Property material to the business of the Company as currently conducted, (C) the Company has been granted by any Person a license or other rights to use any Licensed Intellectual Property material to the business of the Company as currently conducted, (D) the Company is or would reasonably be expected to become obligated to pay royalties in excess of $5,000 per year to any Person for the right to use any Intellectual Property that is material to the business of the Company as currently conducted or as contemplated by the Company (as of the date hereof) to be conducted with respect to the KTN0158 and KTN3379 programs, or (E) the Company is obligated to indemnify any person against any charge of infringement, misappropriation or other unlawful use of Intellectual Property; (v) any Contract limiting in any material respect the right of the Company to engage or participate, or compete with any Person, or solicit any Person, in any line of business, market or geographic area, or to make use of or to develop any Intellectual Property, or any Contract granting most favored nation or preferred pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of first refusal, rights of first negotiation or similar rights or terms to any person, or any Contract otherwise limiting the right of the Company to sell, develop, distribute or manufacture any product or to purchase or otherwise obtain any product, materials, components, parts or services; (vi) any Contract material to the business of the Company as currently conducted that requires a consent to, or otherwise contains a provision relating to, a “change of control,” that would prohibit or delay the consummation of the transactions contemplated by this Agreement; (vii) any Real Property Lease; (viii) any Contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside of the ordinary course of business consistent with past practice; (ix) any collective bargaining Contract; (x) any Employee Agreement or other Contract with an individual consultant, contractor, or salesperson, any agreement, Contract or commitment to grant any bonus (in cash or otherwise) to any Employee, or any contractor, consulting or sales agreement, Contract, or commitment with a firm or other organization; (xi) any Contract that contains any redundancy, severance or termination pay or creates post-employment Liabilities, excluding obligations under COBRA or with respect to indemnification of directors and officers; (xii) any Contract or plan, the Prior Purchase Agreements benefits of which will be increased, or as set forth on the attached Schedule Kvesting of benefits of which will be accelerated, neither by the Company nor occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (xiii) any partnership, collaboration, dealer, distribution, supply, procurement, agency, joint marketing, joint venture, strategic alliance, affiliate, services, or development Contract or similar Contract that are material to the business of the Company as currently conducted or any Contract which is or contains a power of attorney given by the Company; (xiv) any nondisclosure, confidentiality, material transfer, “standstill” or similar Contract, other than those entered into in the ordinary course of business consistent with past practice or in connection with financing, acquisition, sale or similar transactions; (xv) any sales representative, manufacturing, distribution, agency or any other agreement granting any Person rights to manufacture, market, sell or distribute any product of the Company in any territory that are material to the business of the Company as currently conducted; and (xvi) any settlement agreement or covenant not to ▇▇▇. (b) The Company has made available to Parent a true and correct copy of all written Material Subsidiaries Contracts. Each Material Contract is valid and binding on the Company and, to the knowledge of the Company, on each other Person that is a party to or bound by any executory contractsuch Material Contract and each Material Contract is in full force and effect, lease, license or other agreement (whether written or oral) that involves:subject to the Enforceability Exceptions. (Ac) payments by the The Company and/or has not materially violated or breached, or committed any material default under, any Material Subsidiary in excess Contract and, to the knowledge of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting Company, no other Person has materially violated or materially limiting breached, or restricting the Company or committed any material default under, any Material Subsidiary from freely engaging Contract. To the knowledge of the Company, no event has occurred or condition exists that (with or without the giving of notice or with the lapse of time or both) will, or would reasonably be expected to: (i) result in any business a material violation 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 breach of any of the foregoing. provisions of any Material Contract; (ii) All of give any Person the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, right to declare 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, rightfully exercise any remedy under any Material Contract. No event has occurred which; (iii) give any Person the right to accelerate the maturity or performance of any Material Contract; or (iv) give any Person the right to cancel, with the passage of time terminate 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 modify any of the Material Subsidiaries under any such Material Contract. There are no outstandingpending or, pending, or to the Knowledge knowledge of the Company, threatened material disputes or disagreements with respect to any such Material Contract. TrueThe Company has not received any written notice from any Person regarding any actual or possible material violation or breach of, correct and complete copies or material default under, any Material Contract. (d) Except as set forth in any amendment thereto, the Company has not knowingly waived any of its current or future rights under any Material Contract. The Company is not currently paying liquidated damages in lieu of performance under any Material Contract. Subject to obtaining any consents set forth on Section 2.03(f) of the Company Disclosure Schedules, immediately following the Closing, the Company will continue to be able to avail itself of all of its rights under each Material Contract have been made available pursuant to the Purchasersterms thereof without payment of any additional amounts of consideration other than ongoing fees, royalties or payments that the Company would otherwise be required to pay in accordance with the terms of such Material Contract had the transactions contemplated by this Agreement not occurred. (e) Except for the Stockholder Agreements and the Certificate of Incorporation, there are no stockholders agreements, voting trusts, pooling agreements or other Contracts, arrangements or understandings in respect of the voting of any of the shares of capital stock of the Company. (f) There are no outstanding loans made by the Company to any Stockholder. (g) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. and the Company have agreed that any and all severance payments that are payable or may become payable by the Company in respect of ▇▇. ▇▇▇▇▇▇▇▇ shall be paid in Parent Common Stock, as determined in accordance with the valuation set forth in the definition of Closing Merger Shares. (h) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Ph.D. and the Company have agreed that at least sixty three (63%) of any and all severance payments that are payable or may become payable by the Company in respect of ▇▇. ▇▇▇▇▇▇▇ shall be paid in Parent Common Stock, as determined in accordance with the valuation set forth in the definition of Closing Merger Shares.

Contracts and Commitments. (ia) Except as expressly contemplated by this AgreementSchedule 2.17 sets forth a true, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any correct and complete list of the Material Subsidiaries Contracts to which Seller is a party or by which the Purchased Assets are bound, and which involve or are anticipated to involve payment by or bound the receipt of payment by Seller of any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary amounts 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 of100,000, or that otherwise are described in receipt subsections (i) through (vii) below, all 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 which have been made available to Buyer for review. Except as listed on Schedule 2.17, Seller is not a party to (and the PurchasersPurchased Assets are not subject to): (i) any Contract for the employment of any Employee; (ii) any Contract for the purchase, sale, production or supply, whether on a continuing basis or otherwise, of goods or services of any type other than those made in the ordinary course of business consistent with past practice; (iii) any distributor, sales agency or vendor Contract or sub-contract or any license agreement, other than those made in the ordinary course of business; (iv) any Contract not made in the ordinary course of business, including, but not limited to any Contract containing restrictive covenants such as covenants not to compete or other agreement which restricts Seller’s ability to engage in any business; (v) any Contracts that are, in the reasonable opinion of Seller, materially adverse, onerous, burdensome or otherwise harmful to any of Seller’s Business or operations or the Purchased Assets; (vi) any Contract pursuant to which Seller or any of its Affiliates, employees, agents, consultants or independent contractors receives a management fee or a ▇▇▇▇▇▇▇▇ and collections fee; or (vii) any Contracts, leases, quotas, restrictions or trade conditions upon which the Business, Purchased Assets, or condition, financial or otherwise, of Seller substantially depends or that materially affects the Purchased Assets. (b) Except as set forth on Schedule 2.17, (i) each of the Contracts listed on Schedule 2.17 is in full force and effect on the date hereof, except as the validity of such Contracts may be affected by actions, events or conditions involving only the other party thereto, none of which actions, events or conditions have occurred or exist to the knowledge of Seller and the Shareholder, and (ii) no Default under any of the terms or conditions set forth in any of the Contracts to which Seller is a party or any document or instrument related thereto has been asserted by any party or, to the knowledge of Seller and the Shareholder, occurred.

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. (ia) Except as expressly for the transactions contemplated by this Agreement, the Prior Purchase Agreements or Agreement and as set forth on the attached Schedule K4.10(a), 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: (Ai) payments contract under which the Company has advanced or loaned to any other Person, or contract under which any Person would be deemed to have, any Indebtedness to the Company; (ii) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing an Encumbrance on any material asset or material group of assets of the Company; (iii) Guaranty, performance bond, payment bond, surety agreement, indemnity agreement or similar agreement; (iv) lease or agreement under which the Company is a lessee of or hold or operate any property, real or personal, owned by any other party; (v) lease or agreement under which the Company is a lessor of or permit any third party to hold or operate any property, real or personal, owned or controlled by the Company and/or any Material Subsidiary Company; (vi) customer or vendor contract, or group of related contracts, with the same party, or group of affiliated parties, the performance of which involves consideration in excess of $3 million during the 12 month period ended on the Closing Date25,000; (Bvii) prohibiting assignment, license, royalty or materially limiting indemnification agreement relating to any Intellectual Property Rights or restricting other intangible property, including any support or other agreements with third parties relating to supporting the Company Software or any Material Subsidiary third party software, intellectual property or technology used by the Company in its Business or incorporated in any of its products (other than licenses of unmodified, commercially available “off the shelf” or “click-through” software with an aggregate purchase price or annual license fee of less than $5,000); (viii) contract regarding voting, transfer or other arrangements related to the Company’s capital stock, warrants, options or other rights to acquire the Company’s stock; (ix) 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 otherwiseworld; (Cx) Indebtedness involving liabilities contract or agreement with any Governmental Authority, provided, that the only contracts or agreements that are relevant to this line item are those in excess of $5 millionwhich the Company is actually a direct contracting party with the Governmental Authority; (Dxi) other than arising in the Ordinary Course of Businessemployment, any joint ventureconsulting, partnership severance 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 termination agreement pursuant to which the Company would make payment in excess of $5,000; (xii) alliance, teaming, joint bid, joint venture, joint operating or partnership contract and agreement; (xiii) contract that relates to the future disposition or acquisition of any material properties or material assets of the Company, other than dispositions or acquisitions in the Ordinary Course of Business consistent with past practice; (xiv) contract for any capital expenditure or leasehold improvement in any one case in excess of $10,000 or in the aggregate greater than $10,000; (xv) contract with the Seller or any Material Subsidiary of his Affiliates (other than the Company) or any current officer or director of such Affiliate with the Company, or contract under which the Company has agreed to contribute capital or surplus any Liability to any such parties; (xvi) contract with any agent, broker or representative; (xvii) contract requiring the Company to make a payment as a result of the consummation of the transactions contemplated by this Agreement; (xviii) contracts which grant any Person a right of first refusal with respect to any equity interests of the Company (whether or guarantee not the obligations Company is a party thereto); (xix) indemnification or other similar contracts pursuant to which the Company is obligated to indemnify or advance expenses on behalf of any current or former director, officer or employee of the Company in connection with any Loss based on the fact that such Person under is or was an officer, director or employee of the Company; (xx) contracts that involve any insurance contractresolution of any actual or threatened action, Proceeding or adjudicative matter, which have an on-going obligation (other than confidentiality) or which involve matters that have occurred in the last five (5) years; (xxi) contracts that contain a provision requiring consent in connection with a change of control transaction; or (Hxxii) any material amendment, modification contracts that involve annual expenditures or supplement in respect receipts by the Company of any of the foregoingmore than $25,000 that are not otherwise covered by Section 4.10(a)(vi). (iib) All of the contracts, agreementsleases, agreements and instruments and documents that are set forth or that are required to be set forth on Schedule 4.10(a) (the attached Schedule K (each, a “Material ContractContracts”) 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) terms. Except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generallyset forth on Schedule 4.10(b), (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 has performed in all material respects all obligations required to be performed by it and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall is 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 or to the Company’s Knowledge, oral claim of such material default or material breach, breach under any Material Contract. No Contract to which it is a party; (ii) to the Seller’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, material breach or event of noncompliance, in each such case, material noncompliance by the Company or any of the Material Subsidiaries under any Material Contract; (iii) the Company and the Seller have no Knowledge of any breach by any other party to any Material Contract; (iv) each Material Contract complies in all material respects with all Laws applicable or governing such Material Contract. There ; (v) there are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes between the Company and any other party thereto under such Material Contract; and (vi) the Company has not sent and it has not received a written notice of termination or default with respect to any such Material Contract. True, . (c) The Company has Delivered to Buyer a true and correct and complete copies copy of each Material Contract have been made available and an accurate description of each of the oral arrangements, contracts and agreements which are referred to the Purchaserson Schedule 4.10(a), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) SCHEDULE 4.6(a) sets forth a complete and accurate list of Industrial Power Transmission Contracts in the following categories (collectively, the "MATERIAL CONTRACTS"): (i) Except all employment contracts and severance agreements, including, without limitation, contracts (A) to employ or terminate executive officers or other personnel of the Industrial Power Transmission Business or (B) that will result in the payment by, or the creation of any Liability to pay on behalf of Buyer, the Sellers, the Sold Subsidiary or the Spanish Subsidiary any severance, termination, "golden parachute," or other similar payments to any present or former employee of the Industrial Power Transmission Business following termination of employment or otherwise as expressly a result of the consummation of the transactions contemplated by this Agreement; (ii) all franchise, license, technical assistance, commission, consulting, agency or advertising contracts related to the Industrial Power Transmission Assets or the Industrial Power Transmission Business involving the payment of more than $50,000 annually and which are not cancelable without penalty on thirty (30) calendar days notice; (iii) all labor or union contracts; (iv) all contracts or commitments relating to commission arrangements with others; (v) all promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, individually in excess of or in the aggregate in excess of $100,000, whether a Seller, the Prior Purchase Agreements Sold Subsidiary or the Spanish Subsidiary shall be the borrower, lender or guarantor thereunder or whereby any Industrial Power Transmission Assets are pledged (excluding credit provided by a Seller, the Sold Subsidiary or the Spanish Subsidiary in the ordinary course of business to purchasers of its products), it being agreed and understood by the parties that all obligations under such instruments shall constitute Retained Liabilities; (vi) any agreement concerning confidentiality or non-competition; (vii) all purchase, supply, distribution and sales contracts (including each Existing Supply Agreement) which involve payments in excess of $50,000 annually and which are not cancelable without penalty on thirty (30) calendar days notice; (viii) any contract between any Seller, the Sold Subsidiary or the Spanish Subsidiary and any affiliate thereof; (ix) any service contract affecting any of the Industrial Power Transmission Assets having an annual service charge in excess of $50,000 and an unexpired term as of the Closing Date in excess of 90 days; (x) any lease or sublease that provides for annual rent in excess of $50,000; (xi) any contract for the purchase, sale or removal of electricity, gas, water, telephone, coal, sewage, power or utility service, other than such contracts with local utilities entered into in the ordinary course of business; (xii) any contract or agreement involving the electronic exchange of information and amounts in excess of $50,000 annually; and (xiii) any other contract involving payments in excess of $100,000 annually. (b) Except as set forth on the attached Schedule K, neither the Company nor any SCHEDULE 4.6(b) (i) all of the Material Subsidiaries is material Industrial Power Transmission Contracts are in full force and effect and constitute legal, valid and binding obligations of the Sellers, the Sold Subsidiary and the Spanish Subsidiary to the extent 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, thereto and, to the Knowledge knowledge of the CompanySellers, each 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 to each of the availability of specific performanceSellers, injunctive relief or other equitable remedies or (C) as would not be material to the Company Sold Subsidiary and the Company SubsidiariesSpanish Subsidiary has fulfilled, or taken as all action necessary to enable it to fulfill when due, all of its obligations under each such Industrial Power Transmission Contract to which it is a whole); providedparty and (iii) none of the Sellers, that, for the avoidance of doubt, “Material Contracts” shall not include Sold Subsidiary or the Spanish Subsidiary is in default in 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 material 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 default under Industrial Power Transmission Contracts, and (iv) no event, occurrence 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 condition exists which, with the passage lapse of time or time, the giving of notice, notice or both, would result become a default in a any material defaultrespect by any Seller, breach the Sold Subsidiary or event the Spanish Subsidiary. None of noncompliancethe Sellers, in each such case, by the Company Sold Subsidiary or the Spanish Subsidiary has received any written notice of cancellation or termination or any written notice of default under any Industrial Power Transmission Contract. The Sellers have furnished Buyer with true and correct copies of each of the Material Subsidiaries under any such Material Contract. There are no outstandingContracts set forth on SCHEDULE 4.6(a), 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. (ia) Except as expressly contemplated by this AgreementSchedule 2.12 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 contract, lease, license or other agreement commitments and instruments (whether written or oral, contingent or otherwise) that involves:of ZoneCare of or concerning the following matters (the “Seller 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 real or personal property (tangible or intangible) including the 12 month period ended on the Closing Datereal property leases; (Bii) prohibiting the employment or materially engagement of any officer, director, manager, employee, consultant or agent, other than those terminable at will without severance obligation, and any covenant not to compete with any former employees; (iii) any arrangement limiting the freedom of the Sellers or restricting the Company or any Material Subsidiary from freely engaging ZoneCare to compete in any manner in any line of business or competing anywhere in requiring the world Sellers or providing for exclusivity in ZoneCare to share profits other than commissions payable to employed sales persons; (iv) any business linearrangement that could reasonably be anticipated to have a Material Adverse Effect on ZoneCare, geographic area financial or otherwise; (Cv) Indebtedness involving liabilities any arrangement material to ZoneCare’s business, whether or not entered into in the ordinary course of business of ZoneCare; (vi) any arrangement for the procurement of products and/or services from its network of vendors; (vii) any power of attorney, whether limited or general, granted by ZoneCare; (viii) any arrangement that requires performance for a period of more than 30 days or that requires aggregate payments in excess of $5 million25,000; (Dix) Indebtedness or a guarantee of Indebtedness or any guarantee of any Liability or obligation of any other than arising in Person, or the Ordinary Course issuance of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing letters of profits or otherwisecredit; (Ex) “most favored nations” provisionsmanagement, consulting or advisory arrangements; (Fxi) other than arising in the Ordinary Course of Businessany profit sharing, material third-party administration membership interest option, membership interest purchase, membership interest appreciation, restricted membership interest, deferred compensation, severance, or other insurance policy administration relating to arrangement for the Insurance Contractsbenefit of its current or former directors, officers, managers or employees; (Gxii) a capital maintenance contractthe acquisition or sale, keepwell directly or similar agreement pursuant to which indirectly (by merger or otherwise), or material assets (whether tangible or intangible), other than the purchase of inventory and services in the ordinary course of business consistent with past practice; and (xiii) any Person has agreed to contribute capital or surplus to the Company relationship between ZoneCare or any Material Subsidiary person or entity affiliated with or related to ZoneCare or any capital maintenance contract officer, director 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 foregoingmanager thereof. (iib) All The Sellers have delivered to Buyer true and complete copies of all of the contracts, agreements, instruments Seller Agreements. The Seller 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 effective 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 default under such Seller Agreements (i) any existing or in material breach of, or in receipt of any written claim of such claimed material default or breach by ZoneCare, or (ii) to the knowledge of the Sellers, any existing or claimed material breach, under default by any Material Contract. No other party or 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 defaultdefault by any such party. There is no actual or, breach or event of noncompliance, in each such case, by to the Company or any knowledge of the Material Subsidiaries under Sellers, threatened termination, cancellation or limitation of any such Material ContractSeller Agreements that would have a material adverse effect on ZoneCare, and its respective business, finances or otherwise. There are is no outstandingpending or threatened bankruptcy, pending, insolvency 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. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Seller, in relation to CSG, the Assets or the Business, nor the Company nor any is and will be, as of the Material Subsidiaries is Closing, a party to to, or bound by by, any currently effective and executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or collective bargaining agreement with any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Datelabor union; (B) prohibiting contract for the employment of any officer, individual employee, or materially limiting other person or restricting entity on a full-time, part-time, consulting or other basis which, in any way, restricts or limits its right to terminate such contract at will (other than the existence of any law, public policy, or any oral discussions, or oral statements of policy which might, under current law, be interpreted as imposing upon the Company any covenant of good faith and fair dealing, or otherwise generally restrict the Company's ability to terminate its employees other than on an "at-will" basis or within sixty (60) days following delivery of such notice); (C) agreement or indenture relating to the borrowing of money in excess of $50,000 (in aggregate) or to the mortgaging, pledging, transfer of a security interest, or otherwise placing a Lien on any Asset or on any material asset or material group of assets of the Company or the Seller, in relation to CSG, the Assets or the Business; (D) guarantee of any Material Subsidiary obligation in excess of $50,000 (in aggregate); (E) lease or agreement under which it is the lessee of or holds or operates any property, real or personal, owned by any other party other than leases or agreements under which the aggregate annual rental payments of the Company or the Seller, in relation to CSG, the Assets or the Business, do not, in the aggregate, exceed $25,000; (F) agreement or group of related agreements with the same party or any group of parties who, to the best knowledge of the Seller and the Company, are Affiliated, which requires an aggregate payment by or to the Company or the Seller, in relation to CSG, the Assets or the Business, in an amount in excess of (x) with respect to purchase or sales orders in the ordinary course of business, $25,000, and (y) with respect to any other contracts, $50,000; (G) warranty agreement of the Company or the Seller, in relation to CSG, the Assets or the Business, with respect to services provided or products sold, licensed or leased by the Company or the Seller, in relation to CSG, the Assets or the Business, as seller, licensor or lessor; (H) 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 otherwiseworld; (CI) Indebtedness involving liabilities agreement which has not been fully performed and involves consideration in excess of $5 million25,000 which in the best judgment of the Seller or the Company is material to the Business; (DJ) 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 contractContract; or (HK) any material amendmentinstrument, modification document, or supplement in respect of written agreement relating to any of the foregoingAssumed Liabilities and to which the Seller or the Company is a party. (ii) All of The Seller, in relation to CSG, the contractsBusiness and the Assets, 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 have performed in all material respects all obligations required to be performed by them and are 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 under, or in material breach of, or after due inquiry by the officers of the Seller and the Company, in receipt of any written claim of default under or breach of, any material agreement, all of which are described in the Disclosure Letter, to which any of them are a party or to which the Assets are subject; the Seller and the Company have no present expectation or intention of not fully performing all such obligations; the Seller in relation to CSG, the Business and the Assets, and the Company do not have any knowledge of any material default breach or anticipatory breach by the other parties to any material breachcontract or commitment, under all of which are described in the Disclosure Letter, to which it is a party or to which any Material Contract. No event has occurred of CSG or the Assets are subject; and neither the Seller, in relation to CSG, the Business and the Assets, nor the Company is a party to any contract or contracts which, with either individually or in the passage of time or the giving of noticeaggregate, or both, would are reasonably likely to result in a material defaultloss to CSG, breach the Business or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material ContractCompany. There are no outstandingwarranty claims or other uninsured claims under completed contracts with respect to the Business which might involve a material monetary liability which is not reserved against in the Financial Statements. (iii) To the best knowledge of the Seller and the Company, pendingno officer of the Company is a party to any oral or written contract which prohibits, or to materially restricts or limits, or will prohibit or materially restrict or limit his performance of his duties or the Knowledge fulfillment of his obligations as an employee and an officer of the Company, threatened material disputes with respect to any such Material Contract. True, . (iv) a true and correct and complete copies copy of each Material Contract of the written contracts and other documents and a description of the oral contracts which are referred to in the Disclosure Letter, together with any amendments or written waivers thereto, have been made available supplied to the Purchasers.Investors' counsel, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreementdisclosed in the Company SEC Reports filed since March 31, 2006 and prior to the Prior Purchase Agreements date hereof or as set forth otherwise listed on Section 4.15 of the attached Schedule KCompany Disclosure Schedules, 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 unpaid 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 of its Subsidiaries in excess of $100,000 or (B) potential unpaid payments by or to the Company or any capital maintenance contract of its Subsidiaries reasonably expected to exceed $500,000 during the current term thereof, in each case other than an Excluded Contract; (ii) limiting the freedom of the Company to engage in any line of business or similar sell, supply or distribute any service or product, or to compete with any entity or to conduct business in any geography; (iii) any agreement (A) that after the Effective Time would, to the Company’s Knowledge, have the effect of limiting in any material 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, (B) pursuant to which the Company or any Material Subsidiary of its Subsidiaries has granted pricing to a Third Party on a “most favored nation” or similar basis or (C) pursuant to which the Company or any of its Subsidiaries has agreed to contribute capital deal with a Third Party on an exclusive basis; (iv) providing for any joint venture, partnership or surplus similar arrangement; (v) relating to any Person the borrowing of money or the guarantee the obligations of any Person such obligation (other than trade payables and instruments relating to transactions entered into in the ordinary course of business); (vi) containing severance or termination pay Liabilities related to termination of employment; (vii) 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 nonexclusive software licenses granted to end-user customers, value added resellers, OEMs, integrators and distributors in the ordinary course of business (“Excluded Contracts”), or 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 $100,000 or the potential payment to or by the Company is not expected to exceed $500,000 during any term thereof); or (viii) 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 any insurance contract; or (H) any material amendment, modification or supplement in respect of any 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 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 any Subsidiaries of the respective Material Subsidiary, as applicable, Company 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 its Subsidiaries 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 have a Company Material Adverse Effect. To the Company Knowledge of the Company, there has been no, and the Company Subsidiarieshas not received notice of any, taken as a whole); provided, that, for the avoidance 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 or any other agreement or contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not reasonably be expected to have a Company Material Adverse Effect. (c) Except as specified on Sections 4.15(c)(i-iii) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries is a party to, is bound or affected by, or receives any benefits under, any agreement, contract or legally binding understanding, whether oral or written, (i) containing any “security ready” provision pursuant to Section 52.204-2 of the Federal Acquisition Regulations or any similar provision that, in the absence of a post-closing proxy, voting trust or similar arrangement, would result in a material default, any breach or event of noncompliance, in each such case, default by the Company or any of its Subsidiaries, (ii) pursuant to which notice to any defense or intelligence agency of the Material Subsidiaries United States of America is required under any the terms of the contract with such Material Contract. There are no outstandingagency in connection with the Offer, pending, the Merger or the other transactions contemplated by this Agreement or (iii) directly as a prime contractor or to the Knowledge its Knowledge, indirectly as a subcontractor, with any defense or intelligence agency of the CompanyUnited States of America (the “Specified Contracts”). Section 4.15(c)(iv) of the Company Disclosure Schedules lists each Specified Contract and, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available (x) to the Purchasersextent legally permissible, the general subject matter thereof, (y) the current annual revenues generated by each Specified Contract and (z) any express prohibition set forth in the contract that precludes the Company from terminating such Contract.

Contracts and Commitments. (a) SCHEDULE 3.11 lists each of the following Contracts (x) by which any of the Purchased Assets are bound or affected, or (y) to which Seller is a party or by which it is bound in connection with the Business or the Purchased Assets: (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 all Contracts involving aggregate consideration in excess of $3 million during 25,000 or requiring performance by any party more than one year from the 12 month period ended on the Closing Datedate hereof, which, in each case, cannot be cancelled without penalty or without more than 180 days’ notice; (Bii) prohibiting or materially limiting or restricting all Contracts that relate to the Company or sale of any Material Subsidiary from freely engaging in any business or competing anywhere of the Purchased Assets, other than in the world or providing ordinary course of business, for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities consideration in excess of $5 million25,000; (Diii) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other than arising in the Ordinary Course Person or any real property (whether by merger, sale of Businessstock, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing sale of profits assets or otherwise), in each case involving amounts in excess of $100,000; (Eiv) except for agreements relating to trade receivables, all Contracts relating to Indebtedness (including, without limitation, all guarantees, bonds and letters of credit or other credit arrangements, including surety and performance bonds and similar documents, agreements or arrangements), in each case having an outstanding principal amount in excess of $25,000; (v) all Contracts between or among Seller on the one hand and any Affiliate of Seller on the other hand; (vi) all collective bargaining agreements or Contracts with any labor organization, union or association; (vii) all Contracts that contains a “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration clause or other insurance policy administration relating similar requirement to conform Contract terms to the Insurance terms of other Contracts; (Gviii) a capital maintenance contract, keepwell all Contracts limiting the freedom of the Business to compete in any line of business or similar agreement pursuant to which in any Person has agreed to contribute capital geographic area or surplus with any Person; and (ix) all joint venture agreements or partnership agreements related 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 foregoingBusiness. (iib) All of the contracts, agreements, instruments and documents Contracts set forth on the attached Schedule K (each, a “Material Contract”) SCHEDULE 3.11 are valid, in full force and effect and are valid and binding upon 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 against Seller (except (A) as limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium reorganization and other Laws laws of general application affecting the enforcement of applicability relating to or effecting creditors’ rights generallyand to general principles of equity). Except as specifically set forth on SCHEDULE 3.11, (Bi) as limited to Seller’s knowledge, no Contract or commitment disclosed on SCHEDULE 3.11 has been breached in any material respect by Laws relating the other party thereto, or cancelled by the other party thereto, and (ii) Seller has performed all material obligations under the contracts listed on SCHEDULE 3.11 required 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 by Seller as of or prior to the Initial Closing, or, if this Agreement is being executed date hereof 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 notice or lapse of time or the giving of notice, or both, would result in constitute a material default, breach or event of noncompliance, in each such case, default by the Company Seller. (c) Seller has delivered 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 PurchasersBuyer a true and correct copy of all Contracts which are referred to on SCHEDULE 3.11, together with all amendments, exhibits, attachments, waivers or other changes thereto.

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. (a) The Disclosure Documents contain true and complete copies, as of the date hereof, of the following material Contracts of the Acquired Companies presently in effect, in each case (and unless a higher amount is indicated below) to the extent that they involve a specific commitment of any of the Acquired Companies’ resources having value exceeding, CHF 30,000 individually or per year or CHF 100,000 in the aggregate in value of outstanding performances, except for clauses (ii), (iii), (v) and (xii), where the aforementioned thresholds shall not apply (collectively, the “Material Contracts”): (i) Except as expressly contemplated Contracts that are not terminable 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 contractAcquired Companies on fewer than three month notice without payment of penalty, lease, license liability or other agreement adverse consequence to the respective Acquired Company; (whether written ii) Contracts that involve payments based on sharing profits or oralrevenues of any of the Acquired Companies or that create a partnership, joint venture or an alliance, referral or reseller relationship; (iii) Contracts that involves: (A) payments impose by their terms a Lien on any of the Company and/or Acquired Companies’ material assets (other than a Permitted Lien); (B) create, incur or guarantee any Material Subsidiary in excess Indebtedness of $3 million during any of the 12 month period ended on Acquired Companies to any other Person, or (C) under which any of the Closing DateAcquired Companies assumes, or otherwise becomes liable for, the obligations of any other Person; (Biv) prohibiting Contracts that relate to the disposition or materially limiting or restricting the Company acquisition of material assets or any Material Subsidiary from freely engaging interest in any business enterprise (including any Liability related to or competing arising out of any acquisition or other business combination such as any earn-out, performance, bonus or other contingent payment arrangement, however such arrangement may be evidenced); (v) Contracts that (A) include any non-competition or non-solicitation covenant or similar arrangement that limits the right of any of the Acquired Companies to engage in, or to compete (geographically or otherwise) in any line of business or with any other Person anywhere in the world or providing for exclusivity in (B) grant exclusive rights of any business line, geographic area type or otherwisescope; (Cvi) Indebtedness involving liabilities in excess Contracts that provide for indemnification by any of $5 millionthe Acquired Companies; (Dvii) Contracts that contain “most favored nation” provisions or any similar preferred pricing provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more 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 otherwiseparties; (Eviii) “most favored nations” provisionsContracts with (A) any Governmental Authority; or (B) any party who is known by the Acquired Companies to be a subcontractor of any Governmental Authority in connection with such Contract; (Fix) 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 Contracts with suppliers of any of the foregoingAcquired Companies with a value exceeding CHF 100,000 individually; (x) Contracts establishing powers of attorney or agency agreements; (xi) Contracts under which the Acquired Companies have any obligations to create or maintain interoperability or compatibility of any of the Company’s technology, products or services with any technology, products or services of any other Person; (xii) Contracts that provide for a termination right in the event of a change of control of an Acquired Company. (iib) All Prior to the date of this Agreement, the Company has delivered or made available to Purchaser or its counsel as part of the contractsDisclosure Documents a true, agreements, instruments correct and documents set forth on the attached Schedule K (each, a “complete copy of each Material Contract”, including all amendments, modifications and supplements thereto through the date of this Agreement (or a written description of the material terms of any Material Contract that is not written). (c) are valid, Each Material Contract is as to its main obligations of the Acquired Companies a valid and binding and enforceable against obligation of the Acquired Company or the respective Material Subsidiary, as applicable, and, to the Knowledge Selling Shareholders’ Knowledge, of the Company, each other party thereto 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 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 effect with respect to such main obligations. (d) There is no existing material default by an Additional Closing, as of or prior to such Additional Closing. Neither the Acquired Company nor under any of the Material Subsidiaries is in Contracts and no event has occurred or, to the Selling Shareholders’ Knowledge, that (whether with or without notice, lapse of time or the occurrence of any other event) would constitute a material default under or in material breach ofby an Acquired Company, or in receipt of subject an Acquired Company to any written claim of such material default penalty or material breachliquidated damages, under any Material Contract. . (e) No Acquired Company has as of the date hereof received written notice from any Person alleging (A) any material breach of, default under or failure to comply with any term or requirement of any Material Contract; or (B) any revocation, withdrawal, suspension, cancellation, termination or amendment to any Material Contract. (f) The Company has until the date hereof not received written notice of and, to the Selling Shareholders’ Knowledge, there are no existing material defaults by any other Person party to a Material Contract; and, to the Selling Shareholders’ Knowledge, no event has occurred whichthat (whether with or without notice, with the passage lapse of time or the giving occurrence of notice, or both, any other event) would result in constitute a material default, breach or event of noncompliance, in each such case, default by any other Person party thereto (other than the Company or any of the Material Subsidiaries Company) 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 Section 3.14(a) of the Disclosure Letter sets forth a list of all of the following Contracts (excluding for the avoidance of doubt any Contract that has expired, has terminated, or has been fully performed, in each case, prior to the date of this Agreement, the Prior Purchase Agreements or as set forth Agreement without any further obligation on the attached Schedule K, neither the Company nor any part 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; (CSubsidiary) 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 is a party or surplus to by which the Company or 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 Subsidiary is bound (each, a “Material Contract”): (i) are validany Contract for employment (and severance or employee termination arrangements in respect thereof) providing annual base salary and guaranteed bonus in excess of $150,000; (ii) any change of control Contract with employees of the Company or any Subsidiary; (iii) any Contract containing (A) any covenant limiting the ability of the Company or the Subsidiaries to engage in any line of business or geographic area or to compete with any business or Person or (B) provisions by which the Company or any of the Subsidiaries grants any Person “most favored nation” status; (iv) any Contract under which the Company or the Subsidiaries have incurred any Indebtedness; (v) any joint venture Contract or similar Contract involving the sharing of profits; (vi) any Contract pursuant to which material tangible personal property is leased to or from the Company and which provide for payments by or to the Company or the Subsidiaries of more than $300,000 per year; (vii) any Contract relating to capital expenditures with respect to the Company or the Subsidiaries and involving future payments which exceed $300,000 in any twelve (12)-month period; (viii) any Contract entered into with a Governmental Authority (other than purchase orders for the Company’s products entered into in the ordinary course of business consistent with past practice); (ix) any Contract containing continuing rights and obligations with respect to acquisition or disposition by the Company or any Subsidiary of (A) any operating business, capital stock or other equity interests of any other Person or (B) any assets in which the aggregate consideration for such assets is in excess of $300,000, excluding in the case of clause (B) the acquisition of raw materials, inventory and supplies and the disposition of inventory, each in the ordinary course of business consistent with past practice; (x) any Contract pursuant to which the Company or any Subsidiary has guaranteed any obligations of Seller or any of its Affiliates; (xi) any Contract concerning Company Intellectual Property other than non-exclusive licenses granted to customers or distributors in the ordinary course of business consistent with past practice; and (xii) any Contract (excluding (A) those covered by clauses (i) through (xi) above, (B) purchase orders for Company products entered into in the ordinary course of business consistent with past practice and (C) Contracts cancellable without penalty with ninety (90) days’ notice or less) pursuant to which the Company or any Subsidiary will receive or pay in excess of $300,000 annually. (b) Except as set forth in Section 3.14(b) of the Disclosure Letter (i) each Material Contract is in full force and effect and is valid and binding on the Company or applicable Subsidiary party thereto and enforceable against the Company or the respective Material applicable Subsidiary, as applicable, and, and to the Knowledge of the Company’s Knowledge, each other party thereto in accordance with their respective terms (except (A) as subject to, and limited by by, applicable bankruptcy, insolvency, reorganization, moratorium moratorium, receivership and other Laws of general application similar laws affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performanceand general equitable principles), injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken than as a whole); provided, that, for result of the avoidance termination of doubt, “any Material Contracts” shall not include any contract that will be fully performed or satisfied as Contract after the date of or prior to the Initial Closing, or, if this Agreement is being executed in accordance with its terms and delivered (ii) with respect to an Additional Closingall Material Contracts, as of or prior to such Additional Closing. Neither neither the Company nor any of the Material Subsidiaries is in material default under or are in material breach ofthereof or default thereunder nor, to the Company’s Knowledge, is any other party to any such Material Contract in material breach thereof or in receipt of default thereunder, nor does any written claim of such material default or material breach, condition exist under any Material Contract. No Contract or any event has occurred which, with the passage giving of time notice or the giving lapse of notice, or bothtime, would result in constitute such a material breach or default, breach except for such breaches, defaults and events as to which requisite waivers or event consents have been obtained or for which notice was given. (c) True and complete copies of noncomplianceeach of the Contracts set forth in Section 3.14(a) of the Disclosure Letter, in each such caseincluding all material amendments, by modifications, supplements, exhibits, schedules and addenda thereto, have been made available to Buyer prior to the date hereof. (d) Neither Seller nor any of its Affiliates (other than the Company or any of the Material Subsidiaries under Subsidiaries) is a party to any such Material Contract. There are no outstanding, pending, or Contract that (i) relates to the Knowledge conduct of the business of the Company or the Subsidiaries (other than any organizational, investment rights and other similar agreements incidental to Seller being the holding company of the Company, threatened material disputes with respect ; provided that such Contracts will be terminated at the Closing) or (ii) binds the Company or any Subsidiary or subjects the Company or any Subsidiary to any such Material Contract. Truecost, correct and complete copies of liability or performance obligation, in each Material Contract have been made available to case, following the PurchasersClosing.

Contracts and Commitments. (ia) Except as expressly contemplated by this AgreementSchedule 2.14(a) 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 involvesof the Sellers (identifying which Seller is a Party thereto), which have been used by the Sellers in the Pharmacy Business or relate to the Assets or the Retained Shared Assets (the “Seller Agreements”) including those concerning the following matters: (Ai) any lease, as lessee or lessor, or license, as licensee or licensor, of any real or personal property (tangible or intangible) that requires financial payments by in the Company and/or any Material Subsidiary aggregate in excess of Fifty Thousand Dollars ($3 million during the 12 month period ended on the Closing Date50,000); (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 the employment or engagement of any officer, director, employee, consultant or agent, other than those terminable at will without severance obligation, and any covenant not to compete with any former employees; (iii) any contract or commitment that requires financial payments in the aggregate in excess of Fifty Thousand Dollars ($50,000) or that can not be terminated on less than thirty (30) days notice; (iv) any arrangement with any person or entity affiliated with or related to any Seller or any Affiliate of any Seller or any immediate family member thereof; (v) any arrangement limiting the freedom of any Seller to compete, solicit customers or solicit employees in any manner in any geographic area or line of business, or requiring any Seller to share profits; (vi) any arrangement not in the ordinary course of business under which any Seller has agreed to assume Liabilities of another party or indemnify or hold harmless another party; (vii) any arrangement that could reasonably be anticipated to have a Seller Material Adverse Effect; (viii) any material arrangement not in the ordinary course of business; (ix) any power of attorney, whether limited or general, granted by or to any Seller; (x) any charitable commitment in excess of Ten Thousand Dollars ($10,000) individually per year; (xi) any arrangement with customers, patients, managed care organizations, third party payors, pharmacy benefit managers or drug suppliers that requires financial payments in the aggregate in excess of Fifty Thousand Dollars ($50,000) or that can not be terminated on less than thirty (30) days notice; and (xii) any other arrangement that requires aggregate payments in excess of Fifty Thousand Dollars ($50,000) or that can not be terminated on less than thirty (30) days notice. (b) The Sellers have delivered to Buyer true and complete copies of all of the contractswritten Seller Agreements. Except as indicated on Schedule 2.14(b), agreementsthe Seller Agreements are valid and effective in accordance with their terms, instruments and documents set forth on there is not under any of such Seller Agreements (i) any existing or claimed default by any Seller or event which, with the attached Schedule K notice or lapse of time, or both, would constitute a default by any Seller or (each, a “Material Contract”ii) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the CompanySellers, 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 on Schedule 2.14(b), the continuation, validity and effectiveness of the Seller Agreements will not be affected by the Acquisition, and the Acquisition will not result in a material defaultbreach of or default under, breach or event require the Consent of noncomplianceany other party to, in each such case, by the Company or any of the Material Subsidiaries under any such Material ContractSeller Agreements. There are is no outstandingactual or threatened termination, pending, cancellation or to limitation of any Seller Agreements identified in Section 2.14(a)(i) or (xi). To the Knowledge of the CompanySellers, there is no pending or threatened material disputes 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 PurchasersSeller Agreements.

Contracts and Commitments. (a) Section 3.12(a) of the Company Disclosure Schedule sets forth a complete and accurate list of each of the following Contracts which are in effect on the Effective Date (including any series of Contracts under a master agreement) (the “Material Contracts”): (i) Except as expressly contemplated Contracts that are not terminable by this Agreementthe Company on fewer than sixty (60) days’ notice without payment by or penalty, liability or other adverse consequence to the Prior Purchase Agreements Company; (ii) Contracts that involve payments based on sharing profits or as revenues of the Company or that create a partnership, joint venture or an alliance, referral or reseller relationship; (iii) Contracts that are required to be set forth on the attached Schedule K, neither Section 3.20(b) of the Company nor Disclosure Schedule; (iv) Contracts that involve a payment commitment of the exceeding US$ 50,000 individually or $100,000 in the aggregate; (v) Contracts that pertain to projects commonly known as “fixed price/deliverable based projects” as to which the Company has not completed performance in any respect; (vi) Contracts that relate to capital expenditures exceeding US$ 50,000 individually to be made after the date of this Agreement; (vii) Contracts that (A) impose a Lien on any of the Material Subsidiaries is a party Company’s assets; (B) create, incur or guarantee any Indebtedness of the Company to any other Person, or (C) assume, or otherwise become liable for, the obligations of any other Person; (viii) Contracts that relate to the disposition or acquisition of material assets or any interest in any business enterprise (including any Liability related to or bound by arising out of any executory contract, lease, license acquisition or other agreement business combination such as any earn-out, performance, bonus or other contingent payment arrangement, however such arrangement may be evidenced); (whether written ix) Outbound Intellectual Property Contracts that are required to be set forth on Section 3.13(e) of the Company Disclosure Schedule (except for Outbound Intellectual Property Contracts entered in the ordinary course of business); (x) Contracts with Company Employees granting any bonus, special severance benefits, change of control benefits, or oralspecial termination pay (in cash or equity or otherwise) to any Employee with respect to which the Company has or may have any liability or obligation, in each case, except as required under applicable law, or Contracts with any labor union, works council or similar organization; (xi) Contracts that involves:are non-disclosure agreements, other than those entered into with any actual or prospective customer, reseller, distributor, partner, contractor, prospective employee or vendor in the Ordinary Course or those entered into with Company Employees or consultants in such capacity; (xii) Contracts that (A) payments by include any non-competition or non-solicitation covenant or similar arrangement that limits the right of the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; to engage in, or to compete (Bgeographically or otherwise) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any line of business or competing with any other Person anywhere in the world or providing for exclusivity in (B) grant exclusive rights of any business line, geographic area type or otherwisescope; (Cxiii) Indebtedness involving liabilities Contracts that provide for indemnification by or of the Company (excluding indemnification for third party infringement claims caused by a Company Product that is contained in excess the Company’s Contract(s) with customers, service providers or other Person entered into in the ordinary course of $5 millionbusiness consistent with past practice); (Dxiv) Contracts that involve an option to purchase, a right of first refusal or other potential right to acquire any interest or any Securities of any Person (including the Company); (xv) Contracts that contain “most favored nation” provisions or any similar preferred pricing provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more other parties; (xvi) Contracts with (A) any Governmental Authority; or (B) any party who is a subcontractor of any Governmental Authority in connection with such Contract; (xvii) Contracts that relate to the settlement of any Proceeding; (xviii) Contracts with suppliers of the Company with a value exceeding $50,000 individually; (xix) Contracts establishing powers of attorney or agency agreements, other than arising those entered into with option holders under the Plan in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwiseCourse; (Exx) “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 Contracts under which the Company has any obligations to create or any Material Subsidiary has agreed to contribute capital maintain interoperability 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 compatibility of any of the foregoingCompany’s technology, products or services with any technology, products or services of any other Person; (xxi) Contracts that have a restriction on assignment on the Company in the event of a change of control. (iib) All Prior to the date of this Agreement, the Company has delivered or made available to Purchaser a true, correct and complete copy of each Material Contract, including all amendments, modifications and supplements thereto through the date of this Agreement (or a written description of the contracts, agreements, instruments and documents set forth on the attached Schedule K material terms of any Material Contract that is not written). (each, c) Each Material Contract is a “Material Contract”) are valid, binding and enforceable obligation of the Company in accordance with its terms against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, against each other party thereto (in accordance with their respective terms each case, subject to General Enforceability Exceptions), and is in full force and effect. (except (Ad) as limited There is no existing default 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 under 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 Contracts and no event has occurred whichor, 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 that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute material disputes with respect default by the Company or subject the Company to any such penalty or liquidated damages, under any Material Contract. True. (e) The Company has not received any notice or other written or oral communication from any Person regarding (A) any actual or alleged breach of, correct and complete copies default under or failure to comply with any term or requirement of each any Material Contract; or (B) any actual or proposed revocation, withdrawal, suspension, cancellation, termination or amendment to any Material Contract. (f) The Company has not received notice of and, to the Knowledge of the Company, there are no existing defaults by any other Person party to a Material Contract; and, to the Knowledge of the Company, no event has occurred or to Company’s Knowledge is likely to occur, or that, with or without notice, lapse of time or the happening or occurrence of any other event, would constitute a default under any Material Contract have been made available to by any other Person party thereto (other than the PurchasersCompany).

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. (a) Section 3.13 of the Disclosure Schedule sets forth, as of the date hereof, a complete and correct list of every contract, agreement, loan and license ("Contract") that: (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) provides for aggregate future payments by the Company and/or or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting Company Subsidiary, or materially limiting or restricting to the Company or any Material Company Subsidiary, of more than $500,000 and has an unexpired term exceeding one (1) year and may not be canceled upon sixty (60) days' notice without any liability, penalty or premium (excluding purchase and sale orders entered into or incurred in the ordinary course of business); 12 (ii) was entered into by the Company or a Company Subsidiary with a stockholder, Affiliate, officer, director or significant employee of the Company or any Company Subsidiary, or with any Affiliate of any of the foregoing; (iii) is a collective bargaining or similar agreement; (iv) involves an agreement with any bank, finance company or similar organization for Indebtedness of the Company or any Company Subsidiary; (v) restricts the Company or any Company Subsidiary from freely engaging in any business or competing activity anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseworld; (Cvi) Indebtedness involving liabilities in excess of is an individual consulting agreement or similar contract providing for aggregate annual payments above $5 million100,000 per year; (Dvii) is a power of attorney (other than arising a power of attorney given 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 with respect to routine Tax matters); (Eviii) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration involves any joint venture 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 partnership relationship between the Company or any Material Company Subsidiary and any other Person; (ix) is the principal contract (and not an ancillary or other related agreement) relating to any capital maintenance contract material acquisition, divestiture, merger or similar agreement pursuant transaction that has been executed but has not been consummated or that has been consummated, but contains representations, warranties, covenants, indemnities or other obligations that are still in effect; or (x) is a material License (other than any License to commercially available, off-the-shelf, shrink-wrap, click-wrap or similar Computer Software) by which the Company or any Material Company Subsidiary has agreed to contribute capital is granted any rights in, or surplus to grants any Person or guarantee rights to, the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoingCompany Intellectual Property. (iii) 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, There is not and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited there has not been claimed or alleged 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 Person with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any Contract listed in Section 3.13 of the Material Subsidiaries is in material default under or in material breach of, or in receipt of Disclosure Schedule any written claim of such material existing default or material breach, under any Material Contract. No event has occurred whichthat, with the passage notice or lapse of time or the giving of notice, or both, would result in constitute a material default, breach default or event of noncompliance, in each such case, by default on the part of the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstandingCompany Subsidiary or, pending, or to the Knowledge of the Company, threatened material disputes with respect on the part of any other party thereto, except such defaults, events of default and other events that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect, and (ii) no consent, approval, authorization or waiver from, or notice to, any Governmental Entity or other Person is required in order to maintain in full force and effect any of the Contracts listed in Section 3.13 of the Disclosure Schedule, other than (A) such consents and waivers that have been obtained and are unconditional and in full force and effect and such notices that have been duly given and (B) such consents, approvals, authorizations, waivers or notices the failure of which to have or give, individually or in the aggregate, have not had, and would not reasonably 13 be expected to have, a Company Material ContractAdverse Effect. True, Complete and correct and complete copies of each Material Contract all Contracts listed in Section 3.13 of the Disclosure Schedule have been made available to Purchaser. This Section 3.13(b) does not relate to leased real property or interests in leased real property, such items being the Purchaserssubject of Section 3.12 hereof.

Contracts and Commitments. (a) Schedule 3.12(a) and the leases set forth in Schedule 3.13 comprise in the aggregate a true and complete list of: (i) Except as expressly contemplated by this Agreementany Contracts between the Seller or a Program Affiliate, the Prior Purchase Agreements or as set forth on the attached Schedule Kone hand, neither and any Third Party, on the Company nor other, involving per annum payments in excess of [***] regarding research, development, manufacture, sale, distribution, or service with respect to the HIV Program or the MEK Program; (ii) any outstanding purchase order or supply agreement issued by the Seller or any Program Affiliate in connection with the Programs representing an obligation in excess of the Material Subsidiaries [***] (iii) all joint venture, strategic alliance, partnership or similar agreements to which Seller or any Program Affiliate is a party to that provide for the manufacture, marketing, sale or bound by distribution of any executory contract, lease, license products or other agreement (whether written or oral) that involves: (A) payments by services of the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing DatePrograms; (Biv) prohibiting any material Contracts with any Affiliate of Seller or materially limiting current or restricting former officer, director or stockholder of Seller or its Affiliates relating to the Company Programs other than inter-company services agreements; (v) any Contracts containing covenants of Seller or any Material Subsidiary from freely engaging Program Affiliates not to compete in any line of business or competing any geographical area relating to the Programs, or covenants of any other Person not to compete with Seller or any Program Affiliates anywhere in the world or providing for exclusivity in any business line, geographic area or otherwisethe specific areas of the Programs; (Cvi) Indebtedness involving liabilities outstanding agreements of guaranty, surety or indemnification, direct or indirect, by Seller or any Program Affiliates in excess respect of $5 millionthe Programs other than express and implied product and service warranties and indemnities included in purchase orders, commercial Contracts, and other Contracts in the ordinary course of business; (Dvii) any Contracts other than arising in the Ordinary Course Assumed contracts that, to Seller’s knowledge, impose a material Lien other than a Permitted Lien on any of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwisethe Transferred Assets; (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 or supplement in respect Contracts for the sale of any of the foregoingTransferred Assets or any Contracts for the grant to any Person of any preferential rights to purchase any of the Transferred Assets of the Programs; (ix) any other Contracts material to the Programs involving per annum payments in excess of [***]; and (x) any other Assumed Contracts with aggregate obligations in excess of [***] (b) Seller has delivered to Purchaser copies of the documents identified on Schedule 3.12(a) and Schedule 3.13. (iic) All Each of the contractsAssumed Contracts is in full force and effect and is the legal, agreementsvalid and binding obligation of Seller or (Seller’s transferring Affiliate(s) where appropriate), 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 it in accordance with their respective terms (except (A) as limited by applicable bankruptcyits terms, 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 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 ClosingEnforceability Exceptions. Neither the Company Seller nor any of the Material Subsidiaries is Program Affiliate(s) is, to Seller’s knowledge, in material default under or any Assumed Contract, nor to Seller’s knowledge, is any other party in material breach ofdefault thereunder, or in receipt of any written claim of such material default or material breach, under any Material Contract. No and no event has occurred which, that with the passage lapse of time or the giving of notice, notice or both, both would result in constitute a material default, breach or event of noncompliance, in each such case, by the Company or default thereunder. No party to any of the Material Subsidiaries under Assumed Contracts has given Seller or any such Material ContractProgram Affiliate written notice of the exercise of any termination rights with respect thereto. There are no outstanding, pending, or Except for Third Party consents to the Knowledge Assumed Contracts listed on Schedule 3.12(c), no Transfer of an Assumed Contract to Purchaser pursuant hereto requires any consent of any other Person or will constitute a breach or default thereunder (including a breach or default after giving notice or the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies lapse of each Material Contract have been made available to the Purchaserstime).