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

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

Contracts and Commitments. (ia) Except as expressly contemplated by As of the date of this Agreement, the Prior Purchase Agreements or except as set forth on Section 3.13 of the attached Schedule KCompany 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 involvesany: (Ai) payments “material contract” (as 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; provided, however, that any “material contract” that has been made publicly available pursuant to the Company SEC Documents or included on Section 3.17 of the Company Disclosure Letter will be excluded from Section 3.13 of the Company Disclosure Letter; (ii) Contract relating to the disposition, transfer or acquisition by the Company and/or or any Material Subsidiary of its Subsidiaries of any material tangible or intangible assets (or ownership interest in any other Person or other business enterprise) (A) after the date of this Agreement, other than the sale of inventory in the ordinary course of business, or (B) prior to the date of this Agreement, that contains any material ongoing obligations of the Company (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are expected to result in claims in excess of $3 million during the 12 month period ended on the Closing Date100,000; (Biii) 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, Contract establishing any joint venture, partnership or other cooperative arrangement or similar arrangement involving collaboration, in each case, that is material to the Company and its Subsidiaries, taken as a sharing of profits or otherwisewhole; (Eiv) Contract (A) prohibiting or materially limiting the right of the Company or any of its Subsidiaries to compete in any line 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 material product or service exclusively from a single party, to purchase a specified minimum amount of goods or services, or sell any material product or service exclusively to a single party, (C) requiring the Company or any of its Subsidiaries to conduct any business on a “most favored nations” provisions; basis with any third party or (FD) 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 under which any Person has agreed been granted the right to contribute capital manufacture, sell, market or surplus 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; (v) Contract in respect of Indebtedness of $500,000 or more, other than any Indebtedness owed by the Company or any Subsidiary to the Company or any Material other Subsidiary; (vi) Contract (other than a 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; (vii) Contract relating to the voting or registration of any securities, or any capital maintenance contract stockholders’, investor rights, tax receivables or similar agreement or related Contracts with respect to any securities of the Company or any of its Subsidiaries; (viii) Contract containing a right of first refusal, right of first negotiation, right of first offer, option or other similar rights with respect to any equity interests or assets that have a fair market value or purchase price of more than $50,000 in favor of a party other than the Company or its Subsidiaries; (ix) Contract under which the Company or any of its Subsidiaries is expected to make annual expenditures or receive annual revenues in excess of $500,000 during the current or a subsequent fiscal year; (x) Contract relating to the settlement of any litigation proceeding that provides for any continuing material obligations on the part of the Company or any of its Subsidiaries; (xi) Contract that prohibits, limits, restricts or requires the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries or otherwise prohibits, limits, restricts or requires the pledging of capital stock of the Company or any of its Subsidiaries or prohibits, limits, restricts or requires 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; (xii) Contract with third party manufacturers and suppliers for the manufacture and/or supply of materials or products in the supply chain for Company Products that involve payments in excess of $500,000 during the current or a subsequent fiscal year; (xiii) Contract under which the Company or any of its Subsidiaries has, directly or indirectly, made any loan, extension of credit or capital contribution to, or other investment in, any Person that is not a Subsidiary of the Company (other than extensions of credit to customers in the ordinary course of business and advances to directors, officers and other employees for travel and other business-related expenses, in each case, in the ordinary course of business); (xiv) Contract with any Affiliate, director, executive officer (as such term is defined in the Exchange Act), holder of 5% or more of Shares, or to the Knowledge of the Company, any of their Affiliates (other than the Company) or immediate family members (other than offer letters that can be terminated at will without severance obligations and Contracts pursuant to Company Equity Awards); (xv) Labor Agreement; (xvi) any employment or consulting Contract (in each case with respect to which the Company or any Material Subsidiary of its Subsidiaries has agreed to contribute capital continuing obligations as of the date hereof) with any current or surplus to any Person former (A) officer of the Company, (B) member of the Company Board, or guarantee (C) employee, individual independent contractor, or individual consultant of the obligations Company providing for an annual base salary or payment in excess of any Person under any insurance contract$250,000; (xvii) IP Contracts; or (Hxviii) any material amendment, modification or supplement in respect of Contract to enter into any of the foregoing. Each such Contract described in clauses (i) through (xviii) 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 Company Real Property lease listed in Section 3.11(b) of the Company Disclosure Letter, or would otherwise have been required to be set forth on Section 3.13(a) of the Company Disclosure Letter if such Contract had been entered into on or prior to the date hereof other than any Company Plan, is referred to herein as a “Company Material Contract.” (b) The Company has made available to Parent a true and correct copy of all written Company Material Contracts, together with all material amendments thereto, and a correct and complete written summary setting forth the terms and conditions of each oral Company Material Contract. (i) Except as would not reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole), neither the Company nor any of its Subsidiaries (A) is, or has sent or received written notice that any other party to any Company Material Contract is, in violation or breach of or default (with or without notice or lapse of time or both) under or (B) has waived or failed to enforce any rights or benefits under any Company Material Contract to which it is a party or any of its properties or other assets is subject, (ii) All there has occurred no event giving to others any right of the contractstermination, agreementsamendment or cancellation of (with or without notice or lapse of time or both) any such Company Material Contract and (iii) each such Company Material Contract is in full force and effect and is a legal, instruments valid and documents set forth on the attached Schedule K (eachbinding agreement of, a “Material Contract”) are valid, binding and enforceable against against, the Company or the respective Material Subsidiary, as applicableany of its Subsidiaries, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcythereto. No party to any Company Material Contract has given any written notice of termination, 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 cancellation 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 dispute with respect to, any written claim of such material default Company Material Contract or material breachthat it intends to seek to terminate, under modify, renegotiate or cancel any Company Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would 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, Contemplated Transactions 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 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, 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 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. 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. (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. (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) As of the date of this Agreement, other than as set forth in Section 3.13(a) of the Company Disclosure Letter, neither the Company, any of its Subsidiaries nor any of their respective assets or properties is a party to or bound by any: (i) Except “material contract” (as expressly contemplated such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company or any of its Subsidiaries that was required to be, but has not been, filed with the SEC with the Company’s Annual Report on Form 10-K for the year ended December 30, 2018, or any Company SEC Documents filed after the date of filing of such Form 10-K until one (1) Business Day prior to date of this Agreement; (ii) Contract (A) relating to the disposition or acquisition by the Company or any of its Subsidiaries of a material amount of assets (1) after the date of this Agreement, other than the Prior Purchase Agreements sale of inventory in the ordinary course of business consistent with past practice, or (2) prior to the date of this Agreement, that contains any ongoing obligations (including sale of inventory, indemnification, “earn-out” or other contingent obligations or payments) that are still in effect that would reasonably be expected to be in excess of $2,500,000 or (B) pursuant to which the Company or any of its Subsidiaries will acquire any ownership interest in any other person or other business enterprise other than the Company’s Subsidiaries; (iii) Contract providing for the employment, engagement, retention or termination of any Person on a full-time, part-time, material independent contractor, temporary or other basis or otherwise providing compensation or other benefits to any officer, director, employee or material independent contractor, other than Contracts terminable by the Company for any reason upon less than thirty (30) days’ notice without incurring any liability (other than any Company Plan); (iv) collective bargaining agreement or other Contract with any labor union, labor or trade organization, works council or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions); (v) Contract establishing any research and development collaboration, joint venture, partnership, alliance, or similar arrangement, or that imposes any co-promotion obligations with respect to any product or product candidate of the Company or any of its Subsidiaries (it being understood that the foregoing excludes any service or product development Contracts with health care providers entered into in the ordinary course of business consistent with past practice); (vi) Contract described in sub-clause (xv) or (xvi) of this Section 3.13(a) (A) prohibiting, restricting or limiting, or that purports to prohibit, restrict or limit, the right of the Company or any of its Subsidiaries to compete or to engage in any line or type of business or to conduct business with any Person or in any geographical area, (B) obligating the Company or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party, to purchase a specified minimum amount of goods or services, sell any product or service exclusively to a single party or conduct any business on an exclusive basis with any third Person or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of the Company or any of its Subsidiaries on an exclusive basis to any Person or group of Persons or in any geographical area; (vii) Contracts in respect of Indebtedness of $2,500,000 or more, other than (A) accounts receivables and payables and (B) loans to direct or indirect wholly owned Subsidiaries or other loans between or among the Company and its direct or indirect wholly owned Subsidiaries or between or among the Company’s Subsidiaries and Affiliates, in each case in the ordinary course of business consistent with past practice; (viii) Contract (other than any Company Plan) between the Company, on the one hand, and any Affiliate of the Company (other than a Subsidiary of the Company), on the other hand; (ix) Contract relating to the voting or registration of any securities; (x) Contract containing a right of first refusal, right of first negotiation, right of first offer, put, call, redemption, repurchase or similar right with respect to any equity interests, properties or assets that have a fair market value or purchase price of more than $2,500,000 in favor of a party other than the Company or its Subsidiaries; (xi) Contract under which the Company or any of its Subsidiaries is expected to make annual expenditures or receive annual revenues in excess of $3,000,000 during the current or a subsequent fiscal year; (xii) Settlement agreements, or agreements entered into in connection with settlement agreements, corporate integrity agreements, consent decrees, deferred prosecution agreements, or other similar types of agreements with Governmental Bodies that have existing or contingent performance obligations; (xiii) Contracts of the Company or any of its Subsidiaries relating to the settlement of any litigation proceeding that provide for any continuing material obligations on the part of the Company or any of its Subsidiaries; (xiv) Contracts of the Company or any of its Subsidiaries that prohibit, limit or restrict the payment of dividends or distributions in respect of the share capital of the Company or any of its Subsidiaries or otherwise prohibit, limit or restrict the pledging of share capital of the Company or any of its Subsidiaries or prohibit, limit or restrict the issuance of guarantees by the Company or any of its Subsidiaries, other than the Company Equity Plans or any Contracts evidencing awards granted under the Company Equity Plans; (xv) Contracts with third-party manufacturers or suppliers for the manufacture or supply of materials or products in the supply chain for Products that involve payments in excess of $2,000,000 during the current fiscal year or that involve payments that are reasonably expected to be in excess of $2,000,000 in a subsequent fiscal year; (xvi) an agency, sales, marketing, commission, distribution, international or domestic sales representative or similar Contract involving payments in excess of $3,000,000 during the current fiscal year or are reasonably expected to in a subsequent fiscal year; (xvii) Contract that creates or would create a Lien (other than a Permitted Lien) on any material asset or property of the Company or any of its Subsidiaries; (xviii) IP Contracts; (xix) Hedging, derivative or similar Contract (including interest rate, currency or commodity swap agreements, cap agreements, collar agreements and any similar Contract designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices); (xx) Contract which provides for a loan or advance of any amount to any employee of the Company or any temporary agency employee, consultant or other independent contractor of the Company or any of its Subsidiaries, in each case, in excess of $100,000 individually, other than the ordinary course of business; (xxi) Contract described in sub-clauses (i) through (xx) with any Governmental Body, except for commercial tenders made outside of the United States in the ordinary course of business; or (xxii) Contract to enter into any of the foregoing. Each such Contract described in sub-clauses Section 3.13(a)(i) through Section 3.13(a)(xxii) above of this Section 3.13(a) or excluded therefrom due to the exception of being filed as an exhibit to the Company SEC Documents, together with each Lease, is referred to herein as a “Company Material Contract.” (b) Except as set forth on in Section 3.13(b) of the attached Schedule KCompany Disclosure Letter, true, correct and complete copies of all written Company Material Contracts, together with all material amendments, waivers or other changes thereto have been made available to Parent, and a true, correct and complete written summary setting forth the terms and conditions of each oral Company Material Contract has been made available to Parent. (c) Except as would not be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of the Material its Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by is in violation or breach of or default (with or without notice or lapse of time or both) under the terms of any Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; Contract or (B) prohibiting has waived, failed to enforce or materially limiting assigned any rights or restricting benefits under any Company Material Contract. Each Company Material Contract is in full force and effect and is a legal, valid and binding agreement of, and enforceable against, the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicableits Subsidiaries, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms thereto. As of the date of this Agreement, no party to any Company Material Contract has given any written notice of termination or cancellation of any Company Material Contract or that it intends to seek to terminate or cancel any Company Material Contract (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken whether as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any result of the Material Subsidiaries is in material default under Transactions or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersotherwise).

Contracts and Commitments. (a) 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 forth on in Section 4.12(a) of the attached Schedule KIndivior Disclosure Letter, neither as of the Company nor date hereof, none of Indivior or 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 involvesany: (i) “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to Indivior or any of its Subsidiaries that was required to be, but has not been, filed with the SEC with Indivior’s Annual Report on Form 10-K for the year ended December 31, 2021, or any Indivior SEC Documents filed after the date of filing of such Form 10-K until the date hereof; (ii) Contract (A) payments relating to the disposition or acquisition by Indivior 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 liabilities to Indivior and its Subsidiaries in excess of $3 million during the 12 month period ended on the Closing Date1,000,000 or (B) pursuant to which Indivior or any of its Subsidiaries will acquire any material ownership interest in any other person or other business enterprise other than Indivior’s Subsidiaries; (Biii) collective bargaining agreement or Contract with any labor union, trade organization or similar employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions); (iv) any Contract for the engagement or employment of any employee or other Person on a full-time, part-time, consulting or other basis with (a) annual compensation equal to or in excess of $300,000 or (b) severance, change in control or other similar benefits; (v) Contract establishing any joint ventures, partnerships or similar arrangements; (vi) Contract (A) prohibiting or materially limiting or restricting the Company right of Indivior or any Material Subsidiary from freely engaging of its Subsidiaries 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 Indivior or any of its Subsidiaries 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 Indivior or any of its Subsidiaries 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 Indivior or any of its Subsidiaries has granted a Person an exclusive geographical area and under which Indivior paid commissions less than $1,000,000 to such Person in 2025 or from whom Indivior received less than $1,000,000 from the sale of product to said Person in 2025; (Cvii) Indebtedness involving liabilities each Government Contract, apart from Contracts with Centers for Medicare and Medicaid Services; (viii) each Indivior IP Contract; (ix) 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; (x) Contract providing for any guaranty by Indivior or any of its Subsidiaries of third-party obligations (under which Indivior or any of its Subsidiaries has continuing obligations as of the date hereof) of $500,000 or more, other than any guaranty by Indivior or any of its Subsidiaries’ of obligations of Indivior or any of its Subsidiaries; (xi) Contract between Indivior, on the one hand, and any Affiliate of Indivior (other than a Subsidiary of Indivior), on the other hand; (xii) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Indivior or its Subsidiaries; (xiii) Contract under which Indivior and Indivior’s Subsidiaries are expected to make annual expenditures (excluding sales commissions), 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 (Hxiv) Contract to enter into any material amendment, modification or supplement in respect of any Contract of the foregoingtype described in the foregoing clauses (i) through (xiii). (iib) All Supernus has been given access to a true and correct copy of all written Indivior 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 Indivior Material Contract. (c) Except as would not, individually or in the aggregate, reasonably be expected to have an Indivior Material Adverse Effect, (i) Indivior 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 Indivior Disclosure Letter (each, a “Indivior Material Contract” and, collectively, the “Indivior Material Contracts”) are and (ii) to Indivior’s knowledge, as of the date hereof, the parties other than Indivior or any of its Subsidiaries to each of the Indivior Material Contracts is not in default thereunder. Each Indivior Material Contract is legal and in full force and effect and is valid, binding and enforceable against Indivior and its Subsidiaries (to the Company or the respective Material Subsidiary, as applicable, extent party thereto) and, to the Knowledge of the CompanyIndivior’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 Indivior 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 Indivior, any notice (whether or not written) of termination or cancellation of any Indivior Material Contract or that it intends to seek to terminate or cancel any Indivior 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. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements Agreement or as set forth on the Schedule 2.13(a) attached Schedule Khereto, neither and except for any Exempt Contract (unless a smaller dollar value is specifically provided below), 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 by agreement, arrangement or contract with Pro-Fac, including, without limitation, relating to services or functions that the Company and/or provides to, conducts for, is required to provide to or conduct for Pro-Fac or for Pro-Fac's benefit; (ii) 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 other employee benefit plan, arrangement or practice, whether formal or informal; (iii) collective bargaining agreement or any other contract with any labor union, or severance agreement, program, policy or arrangement; (iv) settlement, conciliation or similar agreement; (v) management agreement or contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis (i) providing annual cash or other compensation in excess of $3 million during 100,000, (ii) providing for the 12 month period ended on payment of any cash or other compensation or benefits upon the Closing Dateconsummation of the transactions contemplated hereby, (iii) providing any severance benefits or making any severance arrangements, or (iv) restricting its ability to terminate the employment of any employee at any time for any lawful reason or for no reason without penalty or liability; (Bvi) prohibiting contract or materially limiting agreement involving any Governmental Entity; (vii) agreement or restricting 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 Material Subsidiary letter of credit arrangements, or any guarantee therefor; (viii) agreement under which it has advanced or loaned any amount to any of its directors, officers and employees other than the advance or reimbursement of reasonable business expenses incurred or to be incurred in the ordinary course of business; (ix) lease or agreement under which the Company is (i) 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 $100,000 or (ii) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company, except for any lease of personal property under which the aggregate annual rental payments do not exceed $100,000; (x) contract or group of related contracts with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by the Company upon 60 or fewer days' notice without penalty or involving more than $500,000; (xi) agreements relating to the ownership of, Investments in or loans and advances to any Person (other than as contemplated by subclause (viii) above), including Investments in joint ventures and minority equity investments; (xii) agreement, contract or commitment or series of related agreements, contracts or commitments for the purchase of assets by the Company or any of its Subsidiaries involving consideration in excess of $250,000, except with respect to purchase of items of inventory in the ordinary course of business consistent with past custom and practice; (xiii) agreement, contract or commitment or series of related agreements, contracts or commitments for the sale of any asset by the Company or any of its Subsidiaries involving consideration in excess of $250,000, except with respect to sales of items of inventory in the ordinary course of business consistent with past custom and practice and not involving delivery of such inventory more than six months after the date of such commitment; (xiv) agreement, contract or commitment involving consideration in excess of $100,000 with respect to advertising, marketing or promotion (including slotting agreements) of the products of the Company and its Subsidiaries; (xv) warehouse agreement; (xvi) license, royalty, indemnification or other agreement with respect to any material intangible property (including any Intellectual Property Rights); (xvii) agent, sales representative, sales or distribution agreement; (xviii) supply agreement and any agreement, contract or commitment or series of related agreements, contracts or commitments with the same party or group of affiliated parties for the purchase of a minimum volume of products or services involving more than $500,000, and Schedule 2.13(a) shall specify the minimum amount to be purchased or rendered thereunder on an annual basis; (xix) co-pack agreement; (xx) power of attorney or other similar agreement or grant of agency; (xxi) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world world, including, without limitation, any nondisclosure or providing for exclusivity in confidentiality agreements, any non-competition or similar agreements that restrict the geographic or operational scope of the Company's or any of its Subsidiaries' business or the ability of the Company or any of its Subsidiaries to enter into any new line of business, any right of first offer or first refusal with respect to the sale of any asset, any division or any business lineof the Company or any of its Subsidiaries, geographic area or otherwise;any contract or agreement prohibiting the Company or any of its Subsidiaries from granting any rights or conducting any business; or (Cxxii) Indebtedness involving liabilities other agreement which is material to its operations and business prospects or involves a consideration in excess of $5 million; (D) other than arising 1,000,000 annually, whether or not 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 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 foregoingbusiness. (iib) All of the contracts, agreements, agreements and instruments and documents set forth or required to be set forth on Schedule 2.13 (a) attached hereto (the attached Schedule K (each, a “"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 all material respects in accordance with their respective terms (except (A) as limited by applicable bankruptcyterms. Subject to obtaining the consents listed on Schedule 2.4 attached hereto, 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 each of the Material Subsidiaries Contracts shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. The Company is neither in material default under or under, nor in material breach of, or nor in receipt of any written claim of such material default or material breach, breach under any Material Contract. No ; 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 or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to ; and neither the Company nor Pro-Fac has any Knowledge of any existing or threatened breach or cancellation or anticipated breach or cancellation by the Company, threatened material disputes with respect other party or parties to any such Material Contract to which the Company is a party. (c) The Company has made available to Buyer a true, complete and correct copy of each written Material Contract. True, correct and complete copies together with all amendments, waivers or other changes thereto (all of each Material Contract which amendments, waivers or other changes thereto have been made available to the PurchasersBuyer), and has provided to Buyer a written description of any oral material contract.

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

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

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

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

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

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

Contracts and Commitments. (a) Schedule 3.7 hereto lists the following agreements, whether oral or written, to which FGH is a party, which are currently in effect, and which relate to the operation of FGH’s business: (i) Except as expressly contemplated by this collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase, restricted stock or stock option plan or other equity compensation plan; (v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (vi) contract, agreement or understanding relating to the voting of FGH Common Stock or the election of directors of FGH, other than the Voting Agreement; (vii) agreement or indenture relating to the borrowing of money or to mortgaging, the Prior Purchase Agreements pledging or as set forth otherwise placing a lien on the attached Schedule K, neither the Company nor any of the Material Subsidiaries assets of FGH; (viii) guaranty of any obligation for borrowed money or otherwise; (ix) lease or agreement under which FGH is a lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $50,000; (x) lease or agreement under which FGH is lessor of, or permits any third party to hold or bound by operate, any executory contractproperty, leasereal or personal, license for which the annual rental exceeds $50,000; (xi) contract which prohibits FGH from freely engaging in business anywhere in the world; (xii) contract or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary commitment for capital expenditures in excess of $3 million during 50,000; (xiii) agreement for the 12 month period ended on the Closing Date; sale of any capital asset; or (Bxiv) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any other agreement which is either material to FGH’s business or competing anywhere was not entered into in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess ordinary course 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 foregoingbusiness. (iib) All of To FGH’s Knowledge, FGH has performed all obligations required to be performed by it in connection with the contracts, agreementsunderstandings, instruments arrangements or commitments required to be disclosed in Schedule 3.7 hereto 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 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 event contract, understanding, arrangement or commitment required to be disclosed under such caption; FGH has occurred whichno present expectation or intention of not fully performing any material obligation pursuant to any contract, with the passage understanding, arrangement or commitment required to be disclosed under such caption; and FGH has no Knowledge of time or the giving of notice, or both, would result in a material default, any breach or event of noncompliance, in each such case, anticipated breach 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 other party to any contract, understanding, arrangement or commitment required to be disclosed under such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchaserscaption.

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

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

Contracts and Commitments. (a) 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. Except for agreements disclosed on the Microgyn Disclosure Schedule: (a) Microgyn is not a party or subject to: (i) Except Any union contract or collective bargaining agreement or any employment contract or arrangement, written or oral, providing for future compensation with any officer, consultant, director or employee which is not terminable by it on 30 days' notice or less without penalty or obligation to make payments related to such termination, other than (A) (in the case of employees other than executive officers) such severance agreements as expressly contemplated are not different from standard arrangements offered to employees generally in the ordinary course of business consistent with Microgyn's past practices, a description of which is set forth in the Microgyn Disclosure Schedule and (B) such agreements as may be imposed or implied by law; (ii) Any plans, contracts or arrangements, written or oral, which collectively require aggregate payments by Microgyn in excess of $25,000 for bonuses, pensions, deferred compensation, severance pay or benefits, retirement payments, profit-sharing, or the like; (iii) Any joint marketing, joint development or joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits with other persons; (iv) Any existing OEM agreement, distribution agreement, volume purchase agreement, or other similar agreement in which the annual amount involved is expected to exceed in 1996 or any subsequent year, $5,000 or pursuant to which Microgyn has granted or received most favored customer provisions or exclusive marketing rights related to any product, group of products or territory; (v) Any lease for real or personal property pursuant to which the amount of payments which Microgyn is required to make on an annual basis exceeds $5,000; (vi) Any agreement, contract, mortgage, indenture, lease, instrument, license, franchise, permit, concession, arrangement, commitment or authorization which may be, by its terms, terminated or breached by reason of the execution of this Agreement, the Prior Purchase Agreements Articles of Merger or as set forth on any Microgyn Ancillary Agreement, the attached Schedule K, neither the Company nor any closing of the Material Subsidiaries is a party to Merger, or bound by any executory contractthe consummation of the transactions contemplated hereby or thereby, lease, license or other agreement (whether written or oral) that involves:including the Subsequent Merger; (Avii) payments by Except for trade indebtedness incurred in the Company and/or ordinary course of business, any Material Subsidiary instrument evidencing or related in any way to indebtedness 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 5,000 incurred in the world acquisition of companies or providing other entities or indebtedness in excess of $5,000 for exclusivity in any business lineborrowed money by way of direct loan, geographic area sale of debt securities, purchase money obligation, conditional sale, guarantee, indemnification or otherwise; (Cviii) Indebtedness Any license agreement, either as licensor or licensee; (ix) Any contract containing covenants purporting to limit Microgyn's freedom to compete in any line of business or in any geographic area or with any third party; (x) Any agreement, contract or commitment relating to capital expenditures and involving liabilities future obligations 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 contract5,000; or (Hxi) any Any other agreement, contract or commitment which is material amendment, modification or supplement in respect of any of the foregoingto Microgyn's Business. (iib) All of Each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license and commitment listed in the contractsMicrogyn Disclosure Schedule is valid and binding on Microgyn and is in full force and effect, 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, andneither Microgyn nor, to the Knowledge knowledge of the CompanyMicrogyn, each any other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcythereto, 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 has breached 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 provision of, or is in receipt default under the terms of, any such agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license or commitment. (c) There is no agreement, judgment, injunction, order or decree binding upon Microgyn which has or could reasonably be expected to have the effect of prohibiting or materially impairing any written claim material current business practice of such Microgyn, any acquisition of material default or material breach, under any Material Contract. No event has occurred which, with the passage of time property by Microgyn or the giving conduct of notice, business by Microgyn as currently conducted or both, would result as proposed to be conducted by Microgyn 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 PurchasersMicrogyn Business Plan.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule KContracts Schedule, neither the Company nor any of the Material Subsidiaries is a not party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involvesany: (Ai) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing DateLabor Agreement; (Bii) prohibiting Contract for the employment or materially limiting engagement of any individual on a full‑time, part-time, consulting 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 basis; (Ciii) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of BusinessContract that is a 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 with any Person has agreed to contribute capital Governmental Authority or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company will have any material outstanding obligation after the date of this Agreement; (iv) Contract, instrument or indenture relating to the borrowing of money or incurrence or assumption of Indebtedness or to mortgaging, pledging or otherwise placing a Lien, except for Permitted Liens, on any Material Subsidiary has agreed to contribute capital portion of the assets of the Company; (v) guaranty of any Indebtedness or surplus to any Person or guarantee other material guaranty of the obligations of any other Person; (vi) lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other party, for which the annual rental exceeds $[***]; (vii) lease or agreement under which it is lessor of, or permits any third party to hold or operate, any personal property owned or used by the Company for which the annual rental exceeds $[***]; (viii) Lease listed or required to be listed on the Leased Real Property Schedule; (ix) Contract for the purchase of products or services which provides for payments by the Company in excess of $[***] during the trailing twelve (12)‑month period ending on the date of the Latest Balance Sheet; (x) agreements relating to any completed material business acquisition by the Company (A) within the last five (5) years or (B) pursuant to which the Company is subject to continuing obligations; (xi) license or royalty agreement relating to the use of any third party Intellectual Property (other than non-exclusive licenses for unmodified, off-the-shelf software licensed for aggregate fees of less than $[***]); (xii) Contract (A) that is a license or royalty agreement relating to the use by a third party of Intellectual Property owned by the Company (other than non-exclusive licenses to customers granted in the ordinary course of business), (B) for the development of any Intellectual Property for or on behalf of the Company (other than work for hire or invention assignment agreements with employees or contractors entered into in the ordinary course of business on standard forms of agreements) or by the Company for any Person, or (C) entered in connection with the resolution of any claim or dispute related to Intellectual Property, such as consent-to-use, covenant-not-to-sue, coexistence, or concurrent use agreements; (xiii) any Affiliate Agreement; (xiv) any Contract granting to any Person under a right of first refusal or option to purchase or acquire any insurance contractassets of the Company; (xv) contract (other than confidentiality agreements entered into in the ordinary course) which places any material limitation on the Company from freely engaging in business anywhere in the world; (xvi) any contract or agreement with a vendor or supplier listed on the Supplier Schedule; (xvii) any Contract with a customer listed on the Customer Schedule; (xviii) any Government Contract; (xix) any Contract imposing "most favored nation" or similar pricing terms on the Company or which grants exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; or (Hxx) any material amendmentpartnership, modification joint venture or supplement similar Contract or any contract or Contract relating to ownership of or investment in respect of any of the foregoingother Person. (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 and complete copies of each Material Contract all written Contracts which are listed on the Contracts Schedule have been made available to Purchaser. (c) Each Contract listed on the PurchasersContracts Schedule is valid, binding, enforceable and in full force and effect against the Company, and to the Knowledge of Sellers, any other party thereto (in each case, subject to Enforcement Limitations), and neither the Company nor, to the Knowledge of Sellers, any other Person party to such Contract is in default in any material respect under any such Contract, except as enforceability may be limited by Enforcement Limitations. During the past three (3) years, neither any Seller nor the Company has received written notice of any material default under any Contract listed on the Contracts Schedule. Neither any Seller nor the Company has received any written notice of non-renewal or termination of any Contract listed on the Contracts Schedule. There does not exist under any Contract listed on the Contracts Schedule any material violation, breach or event of default by the Company, or, to the Knowledge of Sellers, any third party thereto, or, to the Knowledge of Sellers, event or condition that, after notice or lapse of time or both, would constitute a material violation, breach or event of default thereunder on the part of the Company.

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

Contracts and Commitments. (a) Section ‎3.12(a) of the Disclosure Schedules lists all of the following Contracts to which any of the Business Entities is party or by which any of the assets of any of the Business Entities is bound, in each case to the extent related to the Business, and excluding any Contract solely related to the Excluded Business or any Plan (any Contract set forth or required to be set forth on Section ‎3.12(a) of the Disclosure Schedule, together with any Contract entered into after the date hereof that would have been required to be set forth on Section ‎3.12(a) of the Disclosure Schedule had such Contract been in effect on the date hereof, collectively, the “Material Contracts”): (i) Except as expressly contemplated by this AgreementManagement Agreements; (ii) Contracts relating to Funded Indebtedness or to the mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on any asset or group of assets of the Prior Purchase Agreements Business Entities, or as set forth on guarantees of any obligation for borrowed money; (iii) Contracts (including the attached Schedule K, neither the Company nor Real Property Leases) under which any of the Material Subsidiaries Business Entities is a party to the lessee, sublessee, occupant, holder or bound operator of any material real or personal property owned by any executory contractother party; (iv) Contracts pursuant to which any Business Entity grants or obtains any license, leasesublicense, license right to use or other agreement grant of rights with respect to, or covenant not to be sued under, any material Intellectual Property (whether written or oral) that involves: other than (A) Contracts granting rights to use commercially available Software or information, in each case, that is generally available with annual payments by the Company and/or Business Entities of less than $2,000,000 and (B) non-exclusive licenses entered into in the ordinary course of business); (v) other than the Fundamental Documents of the Business Entities and the Management Agreements, Contracts purporting to limit the freedom of the Business Entities to (A) solicit, offer employment to or hire any Material Subsidiary Person, or (B) sell goods or services to, or purchase goods or services from, any Person or in any geographical territory; (vi) Contracts relating to the settlement or resolution of any Proceeding entered into (A) since the Reference Date, (B) with any Governmental Authority or (C) pursuant to which any Business Entities will have any material outstanding obligation after the date of this Agreement; (vii) Contracts involving a sharing of profits, losses, costs or liabilities by the Business Entities with any other Person (other than Sellers and their respective beneficial holders), including any partnership, strategic alliance, profit-sharing, joint development or similar agreement; (viii) Contracts with a Related Party (other than any Management Agreement) that contain material ongoing payment obligations, other than any (i) change in control, severance restrictive covenant, retention, incentive compensation or similar Contract with directors, officers or employees of the Business Entities, including awards (A) granting Carried Interest, (B) by RP MIP granting equity or equity-based compensation, or (C) granted by RP Management Equity Incentive Plan Trust, (except as provided in subclause (ix) below) or (ii) loans to non-executive employees of the Business Entities with an aggregate principal amount not in excess of $3 million during the 12 month period ended on the Closing Date;210,000; and (ix) Any employment, restrictive covenant, change in control, severance, retention or similar Contract with any Key Employees, other than any awards (A) granting Carried Interest or (B) prohibiting by RP MIP granting equity 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 thirdequity-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 foregoingbased compensation. (iib) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Each Material Contract”) are valid, binding Contract is valid and enforceable against each of the Company or the respective Material Subsidiary, as applicable, Business Entities that is a party thereto and, to the Knowledge of the Company, each the other party parties thereto and is in full force and effect (except for expirations, including non-renewals, in the ordinary course of business and 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 wholesuch Material Contract); 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 None of the Material Subsidiaries Business Entities is in material default under or under, in material breach of, or nor in receipt of any written claim of such material default or breach (with notice or lapse of time or both), in each case, in any material breach, respect 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 Company, threatened material disputes with respect no other party to any Material Contract is in default under or in breach of such Material Contract. TrueSince the Latest Balance Sheet Date, correct none of the Business Entities has given to, or received from, any other party to any Material Contract, any written notice regarding any material default, breach or violation of any Material Contract by any of the Business Entities or such other party. A true and complete copies copy of each Material Contract have in effect as of the date hereof (including all amendments, waivers, renewals, extension and modifications thereto) has been made available to Buyer prior to the Purchasersdate hereof.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on in the attached Schedule KDisclosure Letter, as of the Closing neither the Company nor any of the Material Subsidiaries is will be a party to to, or bound by by, any executory contract, lease, license or other agreement (whether currently effective written or oral) that involves: (A) payments by the Company and/or pension, profit sharing, stock option, employee stock purchase or other plan providing for deferred, incentive 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 any contract with any labor 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 (but such schedule need not disclose 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 a notice of termination); (C) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging, transfer of a security interest, or otherwise placing a lien on any material asset or material group of assets of the Company; (D) guarantee of any obligation; (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; but there may be excluded from such Schedule leases or agreements under which the aggregate annual rental payments of the Company do not, in the aggregate, exceed $50,000; (F) agreement or group of related agreements with the same party or any Material Subsidiary group of parties who are affiliated, which requires an aggregate payment by or to the Company in an amount in excess of (x) with respect to purchase or sales orders in the ordinary course of business, $50,000, and (y) with respect to any other contracts, $25,000; (G) warranty agreement of the Company with respect to services provided or products sold, licensed or leased by the Company 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 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 contractworld; or (HI) any material amendment, modification or supplement other agreement which in respect of any the best judgment of the foregoingCompany is material to its business. (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 The Company and the Company SubsidiariesSubsidiaries have performed in all material respects all obligations required to be performed by them and are not in default under, 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 after due inquiry, 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 their assets are subject; the Company has no present expectation or intention of not fully performing all such obligations; the Company does not have any knowledge of any material default breach or anticipatory breach by the other parties to any material breach, under contract or commitment which is required to be disclosed in the Disclosure Letter; and to the best of the Company's knowledge none of the Company or its Subsidiaries is a party to any Material Contract. No event has occurred 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 default, breach or event loss to the Company. To the best knowledge of noncompliance, in each such case, by the Company and the Stockholders, there are no warranty claims or any other uninsured claims under completed contracts which might involve a material monetary liability which is not reserved against in the Financial Statements. (iii) None of the Material Subsidiaries under any such Material Contract. There are no outstandingStockholders nor, pending, or to the Knowledge best knowledge of the Company, threatened material disputes with respect any other officer of the Company or Subsidiaries, is a party to any such Material Contract. Trueoral or written contract which prohibits, or materially restricts or limits his performance of his duties or the fulfillment of his obligations as an employee and an officer of the Company or Subsidiary. (iv) A true and correct and complete copies copy of each Material Contract of the written contracts and a description of the oral contracts which are referred to in the Disclosure Letter, referred to above, together with all amendments, waivers or other changes thereto, have been made available supplied to the PurchasersInvestors' special counsel, Messrs. Stradling, Yocca, ▇▇▇▇▇▇▇ & ▇▇▇▇▇.

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 4.17(a) of the Material KFI Disclosure Schedule lists the following Contracts to which either KFI, KleinBank or their respective Subsidiaries is a party or subject or by which it is bound (such Contracts required to be listed in Section 4.17(a), the “Material Contracts”): (i) any employment, agency, collective bargaining Contract or bound by consulting or independent contractor Contract; (ii) any executory contractwritten or oral Contract relating to any severance pay for any Person; (iii) any written or oral Contract with any director, leaseofficer, or employee of KFI, KleinBank or their respective Subsidiaries creating, modifying, memorializing or otherwise related to any obligation of KFI, KleinBank or their respective Subsidiaries upon a change of control; (iv) any Contract to repurchase assets previously sold (or to indemnify or otherwise compensate the purchaser in respect of such assets), except for securities sold under a repurchase agreement providing for a repurchase date thirty (30) days or less after the purchase date; (v) any Contract or group of related Contracts with the same party for the purchase, sale, license or other agreement (whether written lease of products, services or oral) that involves: (A) payments by property material to the Company and/or any Material Subsidiary business of KFI, KleinBank or their respective Subsidiaries, under which the undelivered balance of such products and services has a purchase price in excess of $3 million during 500,000 for any individual Contract or $500,000 for any group of related contracts in the 12 month period ended on the Closing Dateaggregate; (Bvi) prohibiting any Contract containing exclusivity, noncompetition or materially limiting nonsolicitation provisions or restricting the Company that would otherwise prohibit KFI, KleinBank or any Material Subsidiary their respective Subsidiaries from freely engaging in any line of business or competing anywhere in with any Person, restricting the world or providing for exclusivity in any business line, geographic area in which, or otherwisemethod by which KFI, KleinBank or their respective Subsidiaries may carry on its business (other than as may be required by Law or Governmental Authority), prohibiting the solicitation of the employees or contractors of any other entity or that requires KFI, KleinBank or their respective Subsidiaries to deal exclusively or on a “sole source” basis with another party to such Contract with respect to its subject matter; (Cvii) Indebtedness involving liabilities any stock purchase, stock option, restricted stock or restricted stock unit or stock incentive plan; (viii) any Contract for capital expenditures in excess of $5 million250,000; (Dix) any partnership agreement, joint venture agreement, limited liability company agreement, agreement among shareholders, investor rights agreement or other similar Contract or arrangement; (x) any Contract with a Governmental Entity; (xi) any Contract relating to Indebtedness of more than $100,000 of KFI, KleinBank or their respective Subsidiaries (other than arising customer deposits, ordinary trade payables, federal funds purchased, fully secured customer repurchase agreements and Federal Home Loan Bank borrowings or similar borrowing agreements entered into in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise); (Exii) “most favored nations” provisionsany Contract the costs of which are Transaction Expenses; (Fxiii) any Contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities not in the Ordinary Course of Business consistent with past practice with respect to KFI, KleinBank or any of their respective Subsidiaries; (xiv) any other contract or amendment thereto that would be required to be filed as an exhibit to any reports and other documents required to be filed under the Exchange Act and the Securities Act (as described in Items 601(b)(4) and 601(b)(10) of Regulation S-K under the Securities Act); (xv) any lease of real or personal property providing for annual lease payments by or to KFI, KleinBank or their respective Subsidiaries in excess of $500,000 per annum other than arising financing leases entered into in the Ordinary Course of Business in which KFI, KleinBank or any of their respective Subsidiaries is the lessor; (xvi) interest rate swaps, caps, floors, option agreements, futures and forward contracts or other similar risk management arrangements, whether entered into for KFI’s or KleinBank’s own account or for the account of one or more of their respective Subsidiaries or their respective customers; and (xvii) any other Contract material to the businesses of KFI, KleinBank and their respective Subsidiaries, taken as a whole, which was not entered into in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (b) Except as disclosed on Section 4.17(b) of the KFI Disclosure Schedule, (i) each Material Contract is in full force and effect; (ii) All neither KFI nor KleinBank nor their respective Subsidiaries have repudiated or waived any material provision of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “any Material Contract”; (iii) are valideach of KFI, binding KleinBank 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 Subsidiaries has performed all material obligations required to be performed 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 it prior to the Initial Closing, or, if this Agreement is being executed and delivered date hereof in connection with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Contracts, and neither KFI nor KleinBank nor their respective Subsidiaries is in material default under or in material breach of, or are in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with except for any failures to perform, breaches or defaults which would not, individually or in the passage of time aggregate, have a Material Adverse Effect on KFI, KleinBank or their respective Subsidiaries or materially adversely affect 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 consummation of the transactions contemplated hereby; (iv) neither KFI, nor KleinBank nor their respective Subsidiaries has any present expectation or intention of not fully performing any material obligation pursuant to any Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or Contract and (v) to the Knowledge of the CompanyKFI, threatened material disputes with respect there has been no cancellation, breach or anticipated breach by any other party to any such Material Contract, except for any cancellation, breach or anticipated breach which would not, individually or in the aggregate, have a Material Adverse Effect on KFI, KleinBank or their respective Subsidiaries, or materially adversely affect the consummation of the transactions contemplated hereby. True, correct and complete True copies of each all Material Contract Contracts, including all amendments and supplements thereto, have been made available delivered to the PurchasersAcquirer.

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 individually or 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 cash compensation in excess of individually; (vi) agreements granting to any third party a first-refusal, first-offer or other right to purchase or acquire any of the Material Subsidiaries is a party to Properties or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by of the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing DateAcquired Shares; (Bvii) prohibiting or 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. (iib) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct True and complete copies of each Material Contract the contracts and agreements disclosed pursuant to Section 2.12(a) hereof have been made available to the PurchasersBuyer. Except as disclosed on Schedule 2.12(b) or as would not have a Material Adverse Effect (i) each contract and agreement disclosed pursuant to Section 2.12(a) hereof is valid and binding on the Acquired Company party thereto and, to the Sellers' Knowledge, on the other party or other parties thereto, and is in full force and effect in accordance with its respective terms, (ii) upon consummation of the transactions contemplated by this Agreement, each such contract and agreement shall continue in full force and effect in accordance with its respective terms without penalty, acceleration of payment or other adverse consequence, (iii) none of the Acquired Companies is in breach of, or default under, any such contract or agreement, and no event exists that, but for the giving of notice or passage of time, would result in such a breach or default by the Acquired Company party thereto, and (iv) to the Sellers' Knowledge, no other party to any such contract or agreement is in breach thereof or default thereunder, and no event exists that, but for the giving of notice or passage or time, would result in such a breach or default by the other party thereto. Certain other contracts and agreements concerning the Properties and the Acquired Companies have been provided to the Buyer in the Review Room (as hereinafter defined).

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K5.19(a), neither the Company nor any of the Material Subsidiaries DMK is not a party to or bound by ---------------- and does not obtain benefits under, any executory contractContract, lease, license or other agreement (whether written or oral) that involves, of the following nature: (Ai) payments by any Contract for the Company and/or employment of any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Dateofficer, director, employee or consultant; (Bii) prohibiting any Contract for the purchase, sale, production, supply, maintenance or materially limiting support, whether on a continuing basis or restricting the Company otherwise, of goods or services of any Material Subsidiary from freely engaging type involving in any business one case $25,000 or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwisemore; (Ciii) Indebtedness involving liabilities in excess of $5 millionany Contract or term sheet with a managed care organization, or other License or other strategic agreement; (Div) other than arising in the Ordinary Course of Business, any joint venture, partnership sales or other cooperative arrangement vendor Contract or similar arrangement involving a sharing of profits or otherwisesub-contract; (Ev) “most favored nations” provisionslease under which DMK is either lessor or lessee relating to its Assets or any property at which such Assets are located; (Fvi) other than arising in the Ordinary Course note, debenture, bond, equipment trust agreement, letter of Businesscredit agreement, material third-party administration loan agreement or other insurance policy administration contract or commitment for the borrowing or lending of money relating to the Insurance Contractsbusiness of DMK or agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other Person; (Gvii) a capital maintenance contractagreement, keepwell contract or similar agreement commitment for any charitable or political contribution; (viii) agreement, contract or commitment limiting or restraining DMK, or any successor thereto from engaging or competing in any manner or in any business, nor, to the knowledge of DMK, is any employee of DMK subject to any such agreement, contract or commitment; (ix) license, franchise, distributorship or other agreement, which relates in whole or in part to any software, patent, trademark, trade name, service ▇▇▇▇ or copyright or to any ideas, technical assistance or other know-how of or used by DMK in the conduct of the business of DMK (exclusive of any shrink-wrap license agreements entered into in the ordinary course of business); (x) Material agreement, contract or commitment of DMK not made in the ordinary course of business; (xi) any Contracts that are, in the reasonable opinion of DMK, materially adverse, onerous or otherwise harmful to DMK's businesses, properties, operations or assets; (xii) any agreements pursuant to which any Person has agreed of DMK's web sites or pages therein are linked with other web sites or pages therein; agreements with web site hosts or internet access providers; agreements regarding data center hosting or security; agreements relating to contribute capital advertising or surplus to sponsorships; agreements providing for the Company use, display or distribution of third party content, information or data or the provision of services through DMK's web sites agreements regarding the establishment or maintenance of networks, telecommunication links, virtual private networks or other similar non-public networks; (xiii) subscriber or end-user agreements and other forms or policies governing the use of (i) DMK's web sites or the information contained therein or (ii) the information obtained by DMK from third parties through its web sites; and (xiv) any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to Contracts upon which the Company business, rights or any Material Subsidiary has agreed to contribute capital assets, or surplus to any Person condition, financial or guarantee the obligations otherwise, of any Person under any insurance contract; or (H) any material amendment, modification DMK depends or supplement in respect of any of the foregoingis or would be Materially affected. (iib) All Each of the contracts, agreements, instruments Contracts, commitments, leases, plans and other instruments, documents and undertakings of DMK whether or not listed on Schedule 5.19(a), is valid and enforceable in accordance with its terms, ---------------- except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or principles of public policy; DMK is, and to the knowledge of DMK all other parties thereto are, in compliance with the provisions thereof; except as disclosed in Schedule 5.19(b)(i), DMK is not, and to the knowledge of DMK no ------------------- other party thereto is, in Default in the performance, observance or fulfillment of any Material obligation, covenant or condition contained therein. Except as disclosed in Schedule 5.19(b)(ii), no written or oral agreement, contract or -------------------- commitment described therein requires the consent of any party to its assignment in connection with the transactions contemplated hereby. True, complete and correct copies of each such agreement have been furnished by DMK to WebMD (or true, complete and correct descriptions thereof are set forth in Schedule -------- 5.19 (c) Except as set forth in Schedule 5.19(c), the products and ---------------- services DMK provides to its customers conform in all Material respects with any specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of DMK without imposition of any performance credits or other penalties, and there has not been during the attached Schedule K last three (each3) years any claim made against DMK by any customer of DMK or by any other Person alleging that any DMK product or service (including each version thereof that has been licensed or otherwise made available by DMK to any Person) does not conform in all Material respects with any specification, a “Material Contract”) are validdocumentation, binding and enforceable against the Company performance standard, representation or the respective Material Subsidiary, as applicablestatement made or provided by or on behalf of DMK, and, to the Knowledge knowledge of DMK, there is not a reasonable basis for any such claim. No product liability or warranty claims which individually or in the Companyaggregate could exceed the reserves therefor on the DMK Financial Statements have been communicated in writing to or threatened in writing against DMK. (d) Except as disclosed in Schedule 5.19(d), each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcythe DMK products and ---------------- services, insolvency, reorganization, moratorium and other Laws of general application affecting including 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 ClosingSoftware, as of the date hereof, during and after the calendar year 2000 A.D., include design, function and performance capabilities such that the DMK products and services shall not abnormally end and/or have invalid and/or incorrect results from and/or performance or prior to such Additional Closing. Neither the Company nor any functional degradation because 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 Contractthen-current date. 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 The design and function of the Material Subsidiaries under any such Material Contract. There are no outstandingDMK products and services shall ensure year 2000 A.D. and shall include, pendingbut not be limited to, or to date data century recognition, calculations that accommodate same century and multicentury formulas and date values, and date data interface values that reflect 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 Purchaserscentury.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on in Section 3.19(a) of the attached Schedule KFBI Disclosure Schedules (the “FBI Contracts”), neither the Company FBI nor any of the Material its Subsidiaries is a party to or bound by any executory agreement, contract, leasearrangement, license commitment or other agreement understanding (whether written or oral, express or implied) that involvesor amendment thereto: (Ai) payments employment, personal services, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangements; (ii) which would entitle any present or former director, officer, employee or agent of FBI or any of its Subsidiaries to indemnification from FBI or any of its Subsidiaries or imposed on FBI or any of its Subsidiaries indemnification obligations; (iii) collective bargaining agreements, memorandums of understanding, or other contracts with any Union (as defined herein); (iv) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (v) which provides that the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the Company and/or occurrence of any Material Subsidiary 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; (vi) which grants any right of first refusal, right of first offer, or similar right with respect to any material assets or properties of FBI and or its Subsidiaries; (vii) requiring a notice of, consent to, waiver of, monetary fee or payment for or otherwise contains a provision relating to, triggered by or contemplating a “change of control”, acquisition, or merger of FBI or any of its Subsidiaries or that would or would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement; (viii) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (ix) contract or commitment for capital expenditures in excess of $3 million during 10,000 individually or $25,000 in the 12 month period ended on the Closing Dateaggregate; (Bx) prohibiting material contract or materially limiting commitment for the purchase of materials or restricting supplies or for the Company performance of services over a period of more than sixty (60) calendar days after the date of this Agreement and not terminable upon notice of sixty (60) calendar days 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 otherwiseless; (Cxi) Indebtedness which is not terminable on sixty (60) calendar days or less notice and involving liabilities in excess the payment of more than $5 million50,000 per annum; (Dxii) contract or option to purchase or sell any real or personal property other than arising any contract for the purchase or sale of personal property in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (Exiii) “most favored nations” provisionscontract, agreement or letter with respect to the management or operations of FBI or Farmers State Bank imposed by any Governmental Body having supervisory jurisdiction over FBI or Farmers State Bank; (Fxiv) note, debenture, agreement, contract or indenture related to the borrowing by FBI or any of its Subsidiaries of money other than arising those entered into in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (Gxv) a capital maintenance contractguaranty by FBI or any of its Subsidiaries of any obligation for the borrowing of money, keepwell excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the Ordinary Course of Business; (xvi) excluding deposit relationships entered into in Ordinary Course of Business and compliance with applicable law, agreement with or extension of credit to any executive officer or director of FBI or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding FBI Stock, or any Affiliate of such Person; (xvii) agreement with any executive officer or director of FBI or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding FBI Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xviii) lease of real property; (xix) containing covenants that limit the ability of FBI or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, FBI (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xx) obligating FBI or any of its Subsidiaries (or, after the consummation of the transactions contemplated hereby, HBI and its Affiliates) to conduct business with any third party on an exclusive or preferential basis, or that grants any person other than FBI or any of its Subsidiaries “most favored nation” status or similar rights; (xxi) relating to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties; (xxii) providing any rights to investors in FBI or any of its Subsidiaries, including registration, preemptive or antidilution rights or rights to designate members of or observers to the board of directors of FBI or any of its Subsidiaries; (xxiii) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) calendar days or less; (xxiv) pursuant to which FBI or any Person has agreed of its Subsidiaries may become obligated to invest in or 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; (xxv) any agreement between Farmers State Bank, on the one hand, and a Person or guarantee listed on Section 3.1(f) of the obligations of any Person under any insurance contractFBI Disclosure Schedules, on the other hand; or (Hxxvi) any material amendmentcontract, modification or supplement in respect of any of other than the foregoing, with payments aggregating $50,000 or more per annum not made in the Ordinary Course of Business. (iib) All of the contractsEach FBI Contract is legal, agreements, instruments valid and documents set forth binding on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company FBI or the respective Material Subsidiaryits Subsidiaries, as applicablethe case may be, and, and to the Knowledge knowledge of FBI, the Companyother parties thereto, each other party thereto and is enforceable by FBI or its Subsidiaries, as the case may be, in accordance with their respective its terms (except (A) as limited by applicable subject to the effect of bankruptcy, insolvency, reorganization, moratorium and or other Laws of general application affecting the enforcement of similar laws relating to creditors’ rights generallygenerally and general equitable principles). Each of FBI and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each FBI Contract and there are no existing material defaults by FBI or its Subsidiary, (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 Closingcase may be, or, if this Agreement is being executed and delivered with respect to an Additional Closingthe knowledge of FBI, as the other party thereunder and, to the knowledge of FBI, there are no allegations 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 assertions of such material default by any party under such FBI Contract or material breachany events that with notice, 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 be reasonably likely to constitute 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 Contractdefault thereunder. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct A true and complete copies copy of each Material FBI Contract have has been delivered or made available to the PurchasersHBI. “FBI Contract” does not include letters of credit, loans or unfunded loan commitments made by Farmers State Bank or deposit liabilities of Farmers State Bank.

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) Schedule 4.11 hereto lists the following agreements, if any, whether oral or written, to which EasyWeb is a party, which are currently in effect, and which relate to the operation of EasyWeb’s business, each of which has been filed as an exhibit to the EasyWeb SEC Filings: (i) Except as expressly contemplated by this Agreementcollective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the Prior Purchase Agreements employment of any officer, individual employee or as set forth other Person on a full-time or consulting basis or relating to severance pay for any such Person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the attached Schedule Kvoting of EasyWeb Common Stock or the election of directors of EasyWeb; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, neither the Company nor pledging or otherwise placing a Lien on any of the Material Subsidiaries assets of EasyWeb; (ix) guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement under which EasyWeb is a lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $10,000; (xi) lease or agreement under which EasyWeb is lessor of, or permits any third party to hold or bound by operate, any executory contractproperty, leasereal or personal, for which the annual rental exceeds $10,000; (xii) contract which prohibits EasyWeb from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other agreement compensation by EasyWeb in connection with EasyWeb Intellectual Property; (whether written xiv) contract or oral) that involves: (A) payments by the Company and/or any Material Subsidiary commitment for capital expenditures in excess of $3 million during 10,000; (xv) agreement for the 12 month period ended on the Closing Date; sale of any capital asset; or (Bxvi) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any other agreement which is either material to EasyWeb’s business or competing anywhere was not entered into in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess ordinary course 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 foregoingbusiness. (iib) All of To EasyWeb’s knowledge, EasyWeb has performed, in all material respects, the contracts, agreements, instruments obligations required to be performed by it in connection with the contracts or commitments required to be disclosed in Schedule 4.11 hereto 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 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 event contract or commitment required to be disclosed under such caption; EasyWeb has occurred which, with the passage no present expectation or intention of time not fully performing any material obligation pursuant to any contract or the giving commitment required to be disclosed under such caption; and EasyWeb has no knowledge of notice, or both, would result in a material default, any breach or event anticipated breach by any other party to any contract or commitment required to be disclosed under such caption. At the Closing, EasyWeb shall deliver a revised Schedule 4.11 that updates the liabilities and obligations of noncompliance, in each such case, by the Company or any EasyWeb as 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 PurchasersClosing.

Contracts and Commitments. (a) Schedule 3.19 contains a complete and accurate list of all Contracts (including, without limitation, intercompany contracts) of the following categories to which the Seller or its Subsidiaries is a party or by which any of them is bound, as of the date of this Agreement: (i) all employment, personal services, consulting, noncompetition, severance, golden parachute or employee, officer or director indemnification contracts; (ii) all Contracts, Leases, or Permits (other than Environmental Permits) involving yearly rental payments or receipts in excess of $50,000; (iii) 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 $50,000 and all related security agreements or similar agreements associated therewith; (iv) Contracts containing covenants limiting the freedom of the Seller and its Subsidiaries to engage in any line of business or compete with any person or operate at any location, including, without limitation, any preferential rights granted to third parties; (v) any Contract pending for the acquisition or disposition, directly or indirectly (by merger or otherwise) of assets with a value in excess of $50,000 or capital stock of the Seller and its Subsidiaries; (vi) Contracts between the Seller or its Subsidiaries, on one hand, and the Seller or any affiliate of the Seller on the other hand; (vii) all Contracts pertaining to the ownership, operation, or maintenance of any and all facilities of the Seller and its Subsidiaries having a term greater than 90 days or a value in excess of $50,000; (viii) any other agreement of the Seller and its Subsidiaries which requires or required payments to be made or received in excess of $50,000 within any twelve (12) month period; and (ix) all Contracts or any other agreement currently in negotiation or proposed by the Seller or its Subsidiaries which, if entered into, would be required to be listed on Schedule 3.19. (b) True copies of the written Contracts, and accurate written summaries of the oral Contracts, identified in Schedule 3.19 have been made available to the Buyers. Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached in Schedule K3.19, neither the Company Seller nor any of the Material Subsidiaries is and, to the knowledge of Seller, no other party is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a party to default under, or bound by a breach or violation of) any executory contractterm, leasecondition or provision of any Contract identified on Schedule 3.19 except for defaults, license breaches, violations or other agreement (whether written events which, individually 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 aggregate, would not reasonably be expected to have a Seller Material Adverse Effect. Other than Contracts which have terminated or providing for exclusivity expired in any business lineaccordance with their terms, 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 each of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth Contracts identified on the attached Schedule K (each, a “Material Contract”) are 3.19 constitutes valid, binding and enforceable against obligations of the Company Seller or the respective Material Subsidiary, as applicable, Subsidiaries to the extent they are parties thereto and, to the Knowledge knowledge of the CompanySeller, each enforceable obligations of any other party thereto thereto, in accordance with their respective its terms (except (A) as limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws of general application similar laws relating to or affecting the enforcement of creditors’ ' rights generally, general equitable principles (Bwhether considered on a proceeding in equity or at law) as limited by Laws relating to the availability and an implied covenant of specific performance, injunctive relief or other equitable remedies or (Cgood faith and fair dealing) 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 Contractfull force and effect. No event has occurred whichwhich either entitles, with the passage or would, upon notice or lapse of time or both, entitle the giving holder of noticeany indebtedness for borrowed money affecting the Seller and its Subsidiaries to accelerate, or bothwhich does accelerate, would result in a material default, breach or event the maturity of noncompliance, in each such case, by any indebtedness affecting 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 Seller and complete copies of each Material Contract have been made available to the Purchasersits Subsidiaries.

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

Contracts and Commitments. (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 TechStar 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 AgreementTechStar on less than thirty (30) days notice; (iii) all technology agreements, software development agreements and software licenses (except for pre-printed shrinkwrap licenses for commercially available and non-custom software applications) involving TechStar or any Affiliate of TechStar, 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 on other condition of any other person or entity; (v) each contract for or relating to the attached Schedule Kemployment of any officer, neither the Company nor any of the Material Subsidiaries is a party employee, technician, agent, consultant, or advisor to or bound for TechStar that is not cancelable by TechStar 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 executory contract with any collective bargaining unit; (viii) any mortgage of real property; (ix) any factoring agreement with respect to the accounts receivable of TechStar; (x) any pledge or other security agreement by TechStar other than guaranties entered into in the ordinary course of business which are not material to TechStar, (xi) any joint venture agreement or similar arrangement; (xii) any 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 TechStar is a party that may not be terminated without penalty, premium 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 liability by TechStar on not more than thirty (H30) any material amendment, modification or supplement in respect of any of the foregoingdays' prior written notice. (b) Except as set forth in Schedule 4.15: (i) all Material Contracts are in full force and effect; (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, TechStar and, to the Knowledge knowledge of TechStar and AUGI, the Companyother parties thereto, each other party thereto are in accordance compliance with all of 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 obligations under the Material Subsidiaries is Contracts in all material respects, and are not in breach or default under thereunder, nor has there occurred any condition 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 after 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, by the Company or any default thereunder; and (iii) none of the Material Subsidiaries under any such Material Contract. There are no outstandingContracts will be voided, pendingrevoked or terminated, or to the Knowledge voidable, revocable or terminable, in whole or in part, upon and by reason of the CompanyMerger and the change of ownership of TechStar pursuant to this Agreement or otherwise as a result of the transactions contemplated hereby. (c) No purchase commitment by TechStar is in excess of the normal, threatened material disputes with respect ordinary and usual requirements of the business of TechStar. (d) There is no outstanding power of attorney granted by TechStar to any such Material Contract. Trueperson, correct and complete copies of each Material Contract have been made available to the Purchasersfirm or corporation for any purpose whatsoever.

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

Contracts and Commitments. (a) Schedule 3.11 contains a true and complete list of any and all contracts and agreements entered into by Seller with any Person, and which are necessary to, are used in connection with, or relate to the operation and use of the Premises and the Purchased Assets (except any contract or agreement that involves performance of services or delivery of goods or materials of an annualized amount or value less than Twenty-five Thousand Dollars ($25,000)). (b) Except as disclosed on Schedule 3.11 attached hereto, (i) Except Seller has performed all material obligations required to be performed by it and is not in default, or in breach of, any Assumed Contract, (ii) to Seller's Knowledge, no Assumed Contract has been breached or cancelled by the other party, and there is no anticipated breach by any other party to any Assumed Contract, (iii) no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a default or breach under any Assumed Contract, (iv) except for Subleases, Seller has not assigned, delegated or otherwise transferred to any Person any of its rights, title or interest under any Assumed Contract, and (v) the Assumed Contracts are in full force and effect, and constitute legal, valid and binding agreements of D&W, enforceable in accordance with their respective terms, except as expressly may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws and principles of equity generally affecting the enforcement of creditors' rights. (c) Purchaser has received a true and correct copy of all written contracts (and an accurate written description of all oral contracts) which are listed on the attached Assumed Contracts Schedule, together with all amendments, exhibits, attachments, waivers or other changes thereto. (d) Other than 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 Seller is not 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 Closinga possible merger, as sale, restructuring, refinancing or other disposition of all or prior to such Additional Closing. Neither the Company nor any material part 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 Premises 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 PurchasersPurchased Assets.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K2.13, neither the Company nor any of the Material Subsidiaries is not a party to or bound by any executory contractof the following, lease, license or other agreement (whether written or oral) that involves: (Ai) any pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation (including any bonuses or other remuneration and whether in cash or otherwise) to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any union, labor organization or similar employee representative, or severance agreements, programs, policies or arrangements; (ii) any contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis; (iii) any contract under which the Company has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (iv) any agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the Company; (v) any lease or agreement pursuant to which the Company 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 $10,000; (vi) any lease or agreement pursuant to which the Company is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company and/or Company; (vii) any Material Subsidiary contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $3 million during the 12 month period ended on the Closing Date25,000 (and not otherwise disclosed pursuant to this Section 2.13); (viii) any contract or agreement (A) relating to the licensing of any Intellectual Property Right by the Company to a third party or by a third party to the Company (other than licenses for generally available commercial, unmodified, “off the shelf” Software used solely for the Company’s own internal use for an aggregate fee, royalty or other consideration for any such Software or group of related Software licenses of no more than $10,000), (B) for any Embedded Software or (C) affecting the Company’s ability to use or enforce any Intellectual Property Right (including concurrent use agreements, settlement agreements and consent to use agreements); (ix) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves consideration in excess of $10,000 annually, except any contract or agreement related to Section 2.13(a)(vii); (x) any contract or agreement regarding any material indemnification provided to or by the Company; (xi) any contract or agreement prohibiting or materially limiting or restricting the Company or any Material Subsidiary it from freely engaging in any business or competing anywhere in the world world, granting most favored nation pricing or providing exclusive rights to a counterparty or requiring it to purchase all or substantially all of its requirements for exclusivity in any business line, geographic area a product or otherwiseservice from a particular Person; (Cxii) Indebtedness involving liabilities any material non-disclosure or confidentiality agreements (other than agreements with Buyer); (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or that will require the Company to pay consideration after the execution date of this Agreement 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 contract10,000; or (Hxiv) any other agreement which is material amendmentto its operations or business prospects. The description of all contracts, modification or supplement in respect of any of the foregoingleases, agreements and instruments identified on Schedule 2.13 identify all amendments and other modifications to such agreements. (iib) All Each of the contracts, agreementsleases, agreements and instruments and documents set forth or required to be set forth on the attached Schedule K 2.13 (each, a “Material Contract”) are is valid, binding and enforceable in accordance with its terms against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of Company’s Knowledge, the Company, each other party parties thereto and is in accordance with their respective terms (except (A) full force and effect. 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 2.13, (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 all material obligations required to be performed by it under each Material Contract and the Company Subsidiaries, taken as a whole); provided, that, for (with or without 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) is not in material breach or default thereunder, (ii) 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, noncompliance by the Company under any Material Contract, (iii) no Material Contract is currently subject to or, to the Company’s Knowledge, expected to be subject to cancellation or any other material modification by the other party thereto, or is subject to any penalty, right of set-off or other charge by the Material Subsidiaries under other party thereto for late performance or delivery, and (iv) the Company does not have Knowledge of any such material breach or anticipated breach by the other parties to any Material Contract. There are no outstanding, pendingrenegotiations of, or attempts or requests to the Knowledge renegotiate or outstanding rights to renegotiate, any terms of any of the Company, threatened material disputes Material Contracts. (c) Buyer has been supplied with respect to any such Material Contract. True, a true and correct and complete copies copy of each Material Contract have been made available of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to the Purchaserson Schedule 2.13, together with all amendments and an accurate description of any waivers or other changes thereto.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreementdisclosed in Section 3.15, Section 3.16, Section 3.17 or Section 3.20 of the Prior Purchase Agreements or as set forth on the attached Schedule KCompany Disclosure Schedule, neither the Company nor any of the Material Subsidiaries Company Subsidiary is a party to any of the following contracts, agreements or bound by any executory contractarrangements, lease, license or other agreement (whether written or oraloral (the "Company Material Agreements"): (i) pension, profit-sharing, retirement, hospitalization, group insurance, medical expense reimbursement, death benefit, disability, deferred compensation, fringe benefit, stock option, stock purchase, stock bonus, incentive compensation, bonus, or any other employee benefit plan; (ii) collective bargaining agreement or other contract with any labor union, or any contract, whether written or oral (excluding any oral contract that involves:is terminable-at-will under the laws of the relevant jurisdiction), for the employment of any officer, individual employee, or other person or entity on a full-time, part-time, consulting or other basis, or any agreement relating to loans to officers, directors or affiliates; (iii) contract or agreement related to the voting of the shares of the Company or any of its Subsidiaries or the election of directors of the Company or any Company Subsidiary; (iv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien on any asset or group of assets of the Company or any Company Subsidiary other than in the ordinary course of business and consistent with past practice; (v) guarantee of any obligation, except for guarantees of the obligations of wholly owned Subsidiaries, other than in the ordinary course of business and consistent with past practice; (vi) contract or agreement (A) payments by prohibiting it from freely engaging or competing in any business anywhere in the world, or (B) entered into, other than in the ordinary course of business and consistent with past practice, restricting the right of the Company and/or or any Material Company Subsidiary to use or disclose any information in its possession; (vii) partnership, joint venture, or other similar contract arrangement; (viii) underwriting, agency, dealer, sales representative or other similar agreements relating to public offerings or private placements of partnership interests or insurance products, in each case, other than in the ordinary course of business; (ix) any contract relating to the acquisition or disposition of any business of the Company or a Company Subsidiary (whether by merger, sale of stock, sale of assets or otherwise) entered into after August 1, 1997; (x) any other contract which creates future payment obligations in excess of $3 million during 100,000 in the 12 month period ended on aggregate and which by its terms does not terminate or is not terminable without penalty upon notice of 90 days or less other than loan commitments made in the Closing Date; (B) prohibiting or materially limiting or restricting ordinary course of business which the Company reasonably anticipates will be funded through loan participations under which third parties other than the Company or any Material Company 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 contractwould fulfill such future payment obligations; or (Hxi) any material amendment, modification or supplement other contract not entered into in respect the ordinary course of any of business that is Material to the foregoingCompany. (iib) All The Company has furnished to Parent true and complete copies of each of the contracts, agreements, instruments and documents set forth on the attached Schedule K Company Material Agreements (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 Closingoral, a written summary of such Company Material Agreements). (c) Except as disclosed in Section 3.15 of or prior to such Additional Closing. Neither the Company nor any Disclosure Schedule: (i) The Company and each of the Material its Subsidiaries is have performed all material obligations required to be performed by them and are not 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 Company Material Contract. No Agreement to which either is a party or is bound thereby; (ii) to the knowledge of the Company, no event has occurred which, which with the passage of time or the giving of notice, notice or both, both would result in such a material defaultdefault or breach under any Company Material Agreement. (d) To the knowledge of the Company, breach or event no employee of noncompliance, in each such case, by the Company or any of Company Subsidiary is a party to a contract other than with the Material Subsidiaries under Company or a Company Subsidiary (A) prohibiting him or her from freely engaging or competing in any such Material Contract. There are no outstanding, pendingbusiness anywhere in the world, or (B) entered into other than in the ordinary course of business and consistent with past practice, restricting his or her right to the Knowledge of the Company, threatened material disputes with respect to use or disclose any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersinformation in his or her possession.

Contracts and Commitments. (a) Except as disclosed on Schedule 2.13, neither of the Sellers is a party to any of the following (collectively, the "Material Contracts"): (i) Except as expressly contemplated contract, agreement, purchase order or other commitment for the purchase, sale or provision to or by this AgreementSeller of goods, property or services in any one instance for an amount in excess of Twenty-Five Thousand Dollars $25,000.00; (ii) pension, profit sharing, stock option, employee stock purchase or other plan providing for deferred compensation or other employee benefit plan, or any contract with any labor union (collectively, the Prior Purchase Agreements "Benefit Plans"); (iii) oral or written contract for the employment of any officer, individual employee, or other person or entity on a full-time, part-time, consulting or other basis, or agreement relating to loans to officers, directors or affiliates, other than advances in the ordinary course of business; (iv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of Sellers, or either of them; (v) oral or written direct or indirect guarantee of any obligation; (vi) lease, license or agreement under which it is lessee of, licensee of or holds or operates any property, real or personal, tangible or intangible, owned by any other party, except for any lease of personal property the existence of which was disclosed on December 31, 1993 Financial Statements; (vii) lease, license or agreement under which it is lessor of, licensor of or permits any third party to hold or operate any property, real or personal, tangible or intangible, owned or controlled by it (except as disclosed in the land records pertaining to C Associates' ownership of the business premises); (viii) contract or agreement restricting the ability of the Sellers to conduct any type of lawful business or activity anywhere in the world. (b) Except 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 generally2.13(b), (Bi) as limited Sellers have performed in all material respects all obligations required to be performed by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would them and are 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 Material Contract. No agreement referred to in Section 2.13(a), (ii) no event has occurred whichwhich with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such agreement, (iii) the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will not, with the passage of time or the giving of notice, or both, would result in a material default, breach breach, or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries noncompliance under any such Material Contractagreement, (iv) Sellers do not have any knowledge of any breach or anticipated breach by any other party to such agreements, and (v) Sellers are not a party to any material contract or commitment for the purchase of goods or services at a rate currently above market prices. (c) Purchaser shall, prior to the Closing Date, be provided with an opportunity to review a true and correct copy of each of the written contracts which are referred to in Section 2.13(a), together with all amendments, waivers or other changes thereto. (d) Schedule 2.13(d) contains a true and complete list of the five (5) largest suppliers to Cour▇▇▇▇ ▇▇▇ a list of the fifteen (15) largest customers of Cour▇▇▇▇, ▇▇ch during calendar year 1993. There are no outstanding, pendingCour▇▇▇▇ ▇▇▇ll also set out on such schedule (i) the names of customers and/or suppliers included on such list who, or which, in the reasonable opinion of Cour▇▇▇▇, ▇▇ve determined to discontinue all future business relationships with Cour▇▇▇▇ ▇▇ (ii) the Knowledge occurrence of any other event which would have a material adverse effect on its business relationship with 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 PurchasersSellers.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on Schedule 4.9, and in each case other than with respect to the attached Schedule KTransaction Documents, neither the no Acquired 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 oraloral (each a "Material Contract"): (i) that involves: (A) payments by any notice, pay in lieu of notice, golden parachute, termination pay, profit sharing, severance, retention bonus, transaction bonus or arrangement or management agreement or other Contract for the employment or engagement of any officer, employee or other Person on a full time, part-time or consulting basis (other than any such contract, program, agreement or arrangement maintained pursuant to any Legal Requirement from the employment of an employee without an agreement as to notice, severance or other similar payments) or (B) providing for the payment of any cash or other compensation or providing for the accelerated vesting of any form of compensation or benefits upon the sale of all or a material portion of the assets of any Acquired Company and/or any Material Subsidiary in excess or a change of $3 million during the 12 month period ended on the Closing Datecontrol; (Bii) prohibiting collective bargaining agreement or materially limiting other labor Contract, including letters of understanding, letters of intent and other written communications with any labor union, labor organization, works council, or restricting association of employees (each a "Collective Bargaining Agreement" or collectively, the Company "Collective Bargaining Agreements"); (iii) Contract relating to Indebtedness or to the mortgaging, pledging or otherwise placing a Lien on any tangible asset or property of any Acquired Company; (iv) Contract with a professional employer organization ("PEO"); (v) Contract with any Material Subsidiary Customer; (vi) Contract with any Material Supplier; (vii) Contract which prohibits it from freely engaging in any business or competing anywhere in the world or providing for exclusivity in to own, sell, transfer pledge or otherwise dispose of any business line, geographic area assets or otherwiserestricts it from soliciting or hiring any Person; (Cviii) Indebtedness involving liabilities Contract relating to the ownership of Investments in any Person, including Investments in joint ventures and minority equity investments; (ix) Contract under which any Acquired Company has advanced or loaned any other Person any amount; (x) Contract under which any Acquired Company is lessee of or holds or operates any property, real or personal, owned by any other party which involves annual rental payments of greater than $25,000 or group of such Contracts with the same Person which involve consideration in excess of $5 million50,000 in the aggregate; (Dxi) other than arising in the Ordinary Course of BusinessContract under which any Acquired Company is lessor of, or permits any third party to hold or operate, any joint ventureproperty, partnership real or other cooperative arrangement personal, owned or similar arrangement involving a sharing controlled by any Acquired Company which involves consideration in excess of profits or otherwise$25,000; (Exii) “most favored nations” provisionspower of attorney; (Fxiii) other than arising in the Ordinary Course of BusinessContract that is a settlement, 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 which, on or after the date of execution of this Agreement, any Person Acquired Company has agreed any outstanding material obligation or is required to contribute capital pay consideration in excess of $25,000; (xiv) Contract that provides any customer of any Acquired Company with pricing, discounts or surplus benefits that change based on the pricing, discounts or benefits offered to other customers of any Acquired Company, including Contracts containing "most favored nation" provisions; (xv) Contract where any Acquired Company is the beneficiary of an exclusive dealing or any similar exclusivity provision, or where any Acquired Company is the beneficiary of pricing, discounts or benefits offered to any Acquired Company, including contracts containing "most favored nation" provisions; (xvi) Contract relating to the acquisition or sale of the business (or any material portion thereof), whether or not consummated and including any confidentiality agreements entered into with respect thereto; (xvii) other Contract (or group of related Contracts) not otherwise set forth on Schedule 4.9, the performance of which involves consideration in excess of $75,000 per year or $150,000 in the aggregate or which cannot be canceled by any Acquired Company within 30 days' notice without premium or penalty; (xviii) except as set forth on Schedule 4.17, any Contracts with Affiliates of any Acquired Company or any Material Subsidiary Equityholder; (xix) (i) any Contract materially limiting any Acquired Company's ability to own, use, transfer, license, disclose, distribute or enforce any capital maintenance contract Intellectual Property, including any license, concurrent use Contract, consent Contract, settlement Contract, escrow Contract, indemnification, or similar agreement pursuant to which (ii) any Contract providing for the Company license or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations development of any Person under Intellectual Property, independently or jointly, by or for any insurance contractAcquired Company (except that Contracts for Off-the-Shelf Software and non-exclusive licenses to customers granted in the ordinary course of business need not be scheduled); or (Hxx) Contract or order between any material amendment, modification Acquired Company and a Governmental Entity or supplement between any Acquired Company as a subcontractor (at any tier) in respect of any of the foregoingconnection with a Contract between another Person and a Governmental Entity. (iib) All With respect to the Acquired Companies' obligations thereunder and, with respect to the obligations of the contractsother parties thereto, agreements, instruments and documents all of the Contracts set forth or required to be set forth on the attached a Schedule K (each, a “Material Contract”) hereto are valid, binding and enforceable against the as to any Acquired Company or the respective Material Subsidiaryparty to such Contract, as applicable, and, and to the Knowledge of the Company, each as to the other party thereto parties thereto, in accordance with their respective terms (except (A) terms, and will continue as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting such following the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any consummation of the Material Subsidiaries transactions contemplated hereby. No Acquired Company is in material default under or under, in material breach of, of or in receipt of any written claim of such material default or material breach, breach under any Material such Contract. No To the Knowledge of the Company, no event has occurred which, which with the passage of time or the giving of noticenotice or both would or would reasonably be expected to, or both, would result in a material default, breach or event of noncompliance, in each such case, noncompliance by the any Acquired Company or any of the Material Subsidiaries under any such Material Contract or would permit the termination of any such Contract. There are no outstanding, pending, or to To the Knowledge of the Company, threatened material disputes with respect there has been no breach or cancellation or anticipated breach or cancellation by the other parties to any such Material Contract. True. (c) A true, correct and complete copies copy of each Material Contract of the written Contracts and an accurate description of each of the oral Contracts which are referred to on the attached Schedules, have been made available delivered to Buyer (except for Contract for Off-the-Shelf Software and non-exclusive licenses to customers granted in the Purchasersordinary course of business).

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither Section 3.09(a) of the Company nor any Disclosure Schedule, the Company is not party to, bound by or subject to (and none of the Material Subsidiaries is a party Company’s assets are subject to and the Company has no rights, obligations or bound by any executory contract, lease, license or other agreement (whether written or oralLiabilities under) that involvesany: (Ai) payments by the Company and/or any Material Subsidiary Contract involving aggregate consideration in excess of $3 million during the 12 month period ended on the Closing Date50,000; (Bii) Contract relating to any acquisition or disposition by the Company of any material assets or properties or the operating business or capital stock of any other Person, or relating to any such prior acquisition to the extent the Company has any remaining right, obligation or Liability (whether fixed or contingent) thereunder; (iii) Contract relating to the membership interests or other equity interests of the Company (including any Company Unit), including any voting or transfer restrictions or arrangements relating to the membership interests or other equity interests of the Company (including any Company Unit) or any rights to purchase or acquire any capital stock or other equity interests of the Company (including any Company Unit); (iv) Contract that provides for the indemnification of any Person or the assumption of any Tax, environmental or other Liability of any Person; (v) Contract establishing any joint ventures or partnerships; (vi) Contract reflecting a settlement of any threatened or pending legal proceedings or Action; (vii) Contract (A) prohibiting or materially limiting or restricting the right of the Company or any Material Subsidiary from freely engaging 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 area (B) containing a most favored nation or otherwisesimilar provision in favor of any customer or counterparty, or (C) obligating the Company 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; (Cviii) Contract with respect to, relating to or involving Intellectual Property (including any Company Intellectual Property), including any Contract pursuant to which any Intellectual Property (including any Company Intellectual Property) is or has been licensed, sold, assigned or otherwise conveyed or provided to or by the Company (including any IP Licenses); (ix) stock purchase, stock option or similar plan; (x) Contract or indenture relating to the borrowing of money or Indebtedness or to placing a Lien on any of the Company’s assets; (xi) guaranty of any obligation for borrowed money; (xii) Contract under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $50,000; (xiii) Contract under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $50,000; (xiv) Contract relating to (or for the use or occupancy of) any real property (including any Leased Real Property); (xv) Contract or group of related Contracts with the same party for the purchase or sale of materials, supplies, goods, services, equipment or other assets or properties involving liabilities aggregate consideration in excess of $5 million50,000; (Dxvi) other than arising in the Ordinary Course of Business, Contract with any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwiseGovernmental Body; (Exvii) “most favored nations” provisionsContract relating to the design, development, testing, manufacture, sale or distribution of any Company Products, other than Invention Assignment Agreements and non-exclusive purchase, license and use agreements for Company Products that do not materially differ in substance from the Company’s standard forms thereof (provided that true, correct and complete copies of such standard forms have been made available to Parent); (Fxviii) 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 Contract under which any Person has agreed been granted the right to contribute capital manufacture, sell, market or surplus to the distribute any 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 Product on an exclusive basis to any Person or guarantee the obligations group of Persons or in any Person under any insurance contract; orgeographical area; (Hxix) Contract between the Company, on the one hand, and any material amendmentAffiliate, modification officer, director, employee or supplement in respect independent contractor of the Company, on the other hand; (xx) Contract for or relating to employment or engagement as an independent contractor or consultant; (xxi) Contract to enter into any of the foregoing; and (b) The Company has provided Parent and Merger Sub a true, complete and correct copy of all written Material Contracts, together with all amendments, waivers or other changes thereto, and a correct and complete written summary setting forth the terms and conditions of each oral Material Contract. (iii) All the Contracts listed, or required to be listed, on Section 3.09(a) of the contracts, agreements, instruments and documents set forth on the attached Company Disclosure Schedule K (each, a “Material Contract” and, collectively, the “Material Contracts”) are legal, valid, and binding and on the Company, enforceable against the Company or the respective Material Subsidiaryit in accordance with its terms, as applicable, and, and is in full force and effect; (ii) to the Knowledge knowledge of the Company, each other no third 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 has violated 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 provision of, or in receipt of failed to perform any written claim of such material default or material breachobligation required under the provisions of, 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 ; and (iii) to the Knowledge knowledge of the Company, threatened material disputes with respect to no third party is in breach, or has received written notice of breach, of any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule KUIHH Disclosure Schedule, neither the Company nor any of the Material Subsidiaries UIHH is not a party to any oral or bound written (a)(i) obligation for borrowed money, (ii) obligation evidenced by any executory contractbonds, leasedebentures, license notes or other similar instruments, (iii) obligation to pay the deferred purchase price of property or services (other than trade accounts arising in the ordinary course of business), (iv) obligation under capital leases, (v) debt of others secured by a Lien on its property, (vi) guaranty of liabilities or obligations of others, (vii) agreement (whether written under which UIHH is obligated to make or oral) that involves: (A) payments by expects to receive payments, individually or in the Company and/or any Material Subsidiary aggregate, in excess of $3 million during 100,000, or (viii) agreement granting any person a Lien on any of its properties or assets (except purchase money security interests created in the 12 month period ended on ordinary course of business consistent with past practice); or (b)(i) employment agreement or collective bargaining agreement or (ii) agreements that limit the Closing Date; (B) prohibiting or materially limiting or restricting the Company right of UIHH, or any Material Subsidiary from freely engaging of its employees to compete in any line of business; or (c) agreement that, after giving effect to the transactions contemplated hereby, purports to restrict or bind Parent or any of its subsidiaries, other than the Surviving Corporation, in any respect (other than any such agreement that is not material to the continued operation and current business or competing anywhere practices of UIHH and does not affect any material business relationship of UIHH). True and complete copies of all agreements described in the world or providing for exclusivity UIHH Disclosure Schedule have been delivered to Parent. UIHH has not breached in any business linematerial way, geographic area or otherwise; (C) Indebtedness involving liabilities and is not 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 default 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 its 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 obligations under any of such agreements. To the Material Subsidiaries is knowledge of UIHH, all other parties thereto have complied in all material default under respects with the provisions thereof and such parties are not in breach or in material breach violation of, or in receipt default (with or without notice or lapse 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) under such agreements. With respect to such agreements, would result in a material defaultUIHH has not received any notice of termination, breach cancellation or event of noncompliance, in each such case, by the Company acceleration or any notice of the Material Subsidiaries under any such Material Contract. There are no outstandingbreach, pending, violation 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 Purchasersdefault thereof.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K3.10(a), neither the Company nor any as of the Material Subsidiaries date hereof, no Primary Contributed Company is a party to any (the contracts and agreements listed or bound by any executory contractrequired to be listed on Schedule 3.10(a), leasecollectively, license or other agreement (whether written or oral) that involves:the “Material Contracts”): (Ai) payments by Labor Agreement; (ii) contract that is (i) a settlement, conciliation or similar agreement with any Governmental Authority or (ii) pursuant to which a Primary Contributed Company will have any material ongoing contractual obligation after the Company and/or date of this Agreement with any Material Subsidiary Governmental Authority; (iii) agreement, loan or indenture relating to the borrowing of money in excess of $3 million during the 12 month period ended 25,000,000 or to mortgaging, pledging or otherwise placing a Lien on the Closing Dateany material portion of their assets; (iv) guaranty of any obligation for borrowed money or other material guaranty, in each case, in excess of $25,000,000; (v) agreement with respect to any Related-Party Transaction; (vi) agreement that provides for the settlement of any litigation, conciliation or some other agreement that imposes (or continues to impose) any injunctive or similar equitable relief or that contains any ongoing obligations; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $750,000; (viii) agreements relating to any completed material business acquisition by any Primary Contributed Company within the last two years; (ix) material agreement relating to material Intellectual Property in any material respect, including any (A) license agreement granting a third party a license under material Intellectual Property owned by any Primary Contributed Company (other than licenses granted to customers in the ordinary course of business), or otherwise relating to the use in or license by any Primary Contributed Company of any material third-party Intellectual Property (excluding contracts with respect to off-the-shelf or commercially available Software or services that are used by the Primary Contributed Company Group for back-office purposes only), (B) prohibiting agreement relating to the research, development or materially limiting or restricting the Company assignment of material Intellectual Property, and (C) agreement otherwise affecting any Primary Contributed Company’s or any Material Subsidiary third party’s ability to enforce, own, register, license, use, disclose, transfer or otherwise exploit any Intellectual Property (including any covenant not to ▇▇▇ or co-existence or settlement agreements); and (x) contract that materially prohibits the Primary Contributed Company Group, as a whole, from freely engaging in any business or competing anywhere in the world or providing for exclusivity (it being understood that this representation and warranty shall not require the scheduling of contracts that solely restrict a subset of the Primary Contributed Company Group from such free engagement). (b) Greystone has made available to ▇▇▇▇▇▇▇ a true and correct copy of all written (or, in any business linethe case of oral, geographic area or otherwisea description thereof) contracts that are referred to on Schedule 3.10(a). (c) Greystone has made available to ▇▇▇▇▇▇▇ a true and correct copy of all written contracts, if any, with the ten (10) largest vendors as measured by the consideration paid to such vendors during each of the calendar years ended December 31, 2018, December 31, 2019 and December 31, 2020; (Cd) Indebtedness involving liabilities in excess Greystone has made available to ▇▇▇▇▇▇▇ a list of $5 millionthe 25 highest paid employees of the Primary Contributed Companies measured by annual base salary paid to such employees during each of the calendar years ended December 31, 2018, December 31, 2019 and December 31, 2020; (De) other than arising No Primary Contributed Company is in the Ordinary Course of Business, default in 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 respect under any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Contract. All Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the Contracts constitute legal, valid and binding 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 applicable Primary Contributed Company and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the applicable Primary Contributed 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 enforceability may be limited by applicable bankruptcybankruptcy laws, insolvency, reorganization, moratorium and other Laws of general application similar laws affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to and general principles of equity affecting the availability of specific performance, injunctive relief or performance and 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 Purchasersremedies.

Contracts and Commitments. (i) Schedule 3.17 hereto sets forth each contract or other commitment of Imagitel which requires an aggregate payment by Imagitel after the date hereof of more than $75,000, and any other contract or commitment that in the opinion of the Imagitel management materially affects the business of Imagitel. Except as expressly contemplated by for the contracts and commitments described in this Agreement, the Prior Purchase Agreements Reorganization Agreement or as set forth on the attached in Schedule K3.17 hereto, neither the Company nor any of the Material Subsidiaries Imagitel is a not party to or bound by subject to: 1. Any contracts or commitments which are material to its business, operations or financial condition other than loans or agreements with respect thereto entered into in the ordinary course of business; 2. Any employment contract or arrangement, whether oral or written, with any executory officer, consultant, director or employee which is not terminable on 30 days' notice without penalty or liability to make any payment thereunder for more than 30 days after such termination; 3. Any plan or contract or other arrangement, oral or written, providing for insurance for any officer or employee or members of their families; 4. Any plan or contract or other arrangement, oral or written, providing for bonuses, pensions, options, deferred compensation, retirement payments, profit-sharing or other benefits for employees; 5. Any contract or agreement with any labor union; 6. Any contract or agreement with customers for the sale of products or the furnishing of services, or any sales agency, broker, distribution or similar contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by except contracts made in the Company and/or any Material Subsidiary in excess ordinary course of $3 million during the 12 month period ended on the Closing Datebusiness; (B) prohibiting or materially limiting or 7. Any contract restricting the Company or any Material Subsidiary Imagitel from freely engaging in any carrying on its business or competing anywhere in the world United States; 8. Any instrument or providing arrangement evidencing or related to indebtedness for exclusivity in any business linemoney borrowed or to be borrowed, geographic area whether directly or indirectly, by way of purchase money obligation, guaranty, conditional sale, lease purchase, or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any 9. Any joint venture, partnership venture contract or other cooperative arrangement or similar arrangement any other agreement involving a sharing of profits or otherwiseprofits; (E) “most favored nations” provisions10. Any license agreement in which Imagitel is the licensor or licensee; (F) other than arising in the Ordinary Course of Business, 11. Any 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 agreement, not of 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 type covered by any of the foregoing. other items of this Section 3.17, which by its terms is either (i) not to be performed prior to 30 days from the date hereof, or (ii) All of the contractsdoes not terminate, agreementsor is not terminable without penalty to Imagitel, 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 any successors 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 assigns prior to 30 days from 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 Purchasersdate hereof.

Contracts and Commitments. (i) 13.1 Except as expressly contemplated by this Agreementthe Transaction Documents, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the no Group Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether of the following written or oraloral Contracts (the “Material Contracts”) that involvesother than the Material Contracts listed in Section 13.1 of the Disclosure Schedule: (Aa) payments by the Company and/or any Material Subsidiary Contract involving payment obligations (contingent or otherwise) in excess of $3 million during RMB200,000 individually or in the 12 month period ended on the Closing Dateaggregate per annum; (Bb) prohibiting any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or materially limiting redemption of any Equity Security; (c) any Contract requiring the consent of any party thereto upon a change in control of any Group Company, containing any provision which could result in a modification of any rights or restricting the obligations of any party thereunder upon a change in control of any Group Company or which would provide any Material Subsidiary party any remedy (including rescission or liquidated damages) in the event of a change in control of any Group Company; (d) any Contract involving the lease, license, sale, use, disposition or acquisition of a material amount of assets or of a material business (other than in the Ordinary Course); (e) any Contract involving the waiver, compromise, or settlement of any material Legal Proceeding; (f) any Contract involving the ownership or lease of, title to, use of, or any leasehold or other interest in any real property; (g) any Contract under which such Group Company is obligated or will become obligated to make any severance payment or bonus compensation payment by reason of the Transaction Documents or the consummation of the transactions contemplated hereunder; (h) any Contract under which such Group Company has advanced or loaned monies to any other Person or otherwise agreed to advance, loan or invest any funds other than any disbursement in the Ordinary Course; (i) any Contract for Indebtedness, pledging or otherwise placing of a Lien on any asset or group of assets of the Group or any material letter of credit arrangements; (j) any Contract for the license of any Intellectual Property Rights of any Group Company; (k) any Contract pursuant to which such Group Company has granted a power of attorney, agency or similar authority to a third party other than in the Ordinary Course; (l) any Contract prohibiting such Group Company from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseworld; (Cm) Indebtedness any Contract involving liabilities in excess the establishment, contribution to, or operation of $5 million; (D) other than arising in the Ordinary Course of Businessa partnership, any joint venture, partnership franchise or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwiselosses, or any investment in, loan to or acquisition or sale of the securities, equity interests or assets of any Person; (En) “most favored nations” provisionsany Contract with a governmental entity; (Fo) other than arising in Contract involving any Affiliate Transactions (except for 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 contractRestructuring Documents); or (Hp) Contract which contains restrictions with respect to payment of dividends or any material amendment, modification or supplement other distribution in respect of any its Share Capital, partnership interests or membership interests. 13.2 Section 13.1 of the foregoing. (ii) All Disclosure Schedule contains a true and complete list of all the contractsMaterial Contracts. Unless otherwise specified in the Disclosure Schedule, agreements, instruments and documents the Material Contracts set forth on Section 13.1 of the attached Disclosure 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 shall be material to the Company in full force 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 without penalty in accordance with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any their terms upon consummation of the Material Subsidiaries transactions contemplated hereby. Each Group Company has substantially performed all obligations required to be performed by it under such Contracts and is not in material default under or in material breach of, or nor in receipt of any written claim of such material default or material breachbreach under, under any Material Contract. No Contract to which such Group Company is subject; to the knowledge of the Company, no event has occurred which, which it is foreseeable with the passage of time or the giving of notice, notice or both, would both could result in a material default, breach or event of noncompliance, in each noncompliance by any Group Company under any Contract to which any Group Company is subject; no Group Company has a present expectation or intention of not fully performing all such case, obligations on a timely basis; no Warrantors has any knowledge of any breach or anticipated breach by the other parties to any Contract to which any Group Company is a party; and no Group Company is a party to any Contract that might reasonably be expected to have a Material Adverse Effect. 13.3 The Purchaser has been supplied with or any provided access to a true and correct copy of each of the written Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge Contracts set forth on Section 13.1 of the CompanyDisclosure Schedule, threatened material disputes together with respect to any such Material Contract. Trueall amendments, correct and complete copies of each Material Contract have been made available to the Purchaserswaivers or other changes thereto.

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

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

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

Contracts and Commitments. (i) Except as expressly contemplated by this AgreementNone of the Transferred Assets is subject to: (1) any agreement, contract or commitment requiring the Prior Purchase Agreements expenditure or as set forth on series of related expenditures of funds; (2) any agreement, contract or commitment requiring the attached Schedule Kpayment for goods or services whether or not such goods or services are actually provided or the provision of goods or services at a price less than the Seller's cost of producing such goods or providing such services; (3) any loan or advance to, neither or investment in, any Person or any agreement, contract, commitment or understanding relating to the Company nor making of any such loan, advance or investment; (4) any debt obligations; (5) any management service, employment, consulting or other similar type contract or agreement; (6) any agreement, contract or commitment that would limit the freedom of the Purchaser or any affiliate of the Purchaser following the Closing Date to engage in any line of business, own, operate, sell, transfer, pledge or otherwise dispose of or encumber any of the Material Subsidiaries is a party Transferred Assets or to compete with any Person 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 to engage in any business or competing anywhere in the world or providing for exclusivity activity in any business line, geographic area or otherwisearea; (C7) Indebtedness involving liabilities any agreement, lease, contract or commitment or series of related agreements, leases or commitments not entered into in excess the ordinary course of $5 millionbusiness of the Seller, not cancelable by the Seller without penalty to the Seller within 30 calendar days; (D) other than arising in 8) any agreement or contract obligating the Ordinary Course Seller or that would obligate or require any subsequent owner of Business, the business or any joint venture, partnership of the Transferred Assets to provide for indemnification or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwisecontribution with respect to any matter; (E9) “most favored nations” provisionsany sales, distributorship or similar agreement relating to the products sold or services provided by the Seller; (F10) 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 (H11) any other agreement, contract or commitment that might reasonably be expected to have a material amendment, modification or supplement in respect adverse effect on the value of any of the foregoingTransferred Asset. (ii) All Except as set forth in the Disclosure Schedule, the transfer of the contracts, agreements, instruments and documents set forth on Transferred Assets do not require the attached Schedule K (each, receipt of a “Material Contract”) are valid, binding and enforceable against the Company consent or the respective Material Subsidiary, as applicable, and, to the Knowledge waiver 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 Person 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 governmental entity prior to the Initial Closingsale, orassignment, if transfer, conveyance or delivery thereof pursuant to 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 PurchasersAgreement.