Common use of Contracts and Commitments Clause in Contracts

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

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

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

Contracts and Commitments. (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 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. (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. (a) Schedule 4.13 attached hereto lists: (i) Except as expressly contemplated all contracts that require the expenditure of, or involve the receipt of, more than $350,000 by this Agreementthe Company in any consecutive twelve-month period after the date hereof, other than those terminable on not more than 90 days’ notice; (ii) all agreements governing long-term indebtedness of, or any guarantee thereof by, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither Company; (iii) all material licensing agreements with third parties to which the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license party; (iv) each collective bargaining or other agreement with any labor union or other representative of a group of employees; (whether written or oralv) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business lineeach partnership, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership contribution, tax sharing or other cooperative arrangement or similar arrangement agreement involving a sharing of profits profits, losses, costs or otherwise; liabilities by the Company with Seller or any third party; (Evi) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration each written contract or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company is a party and containing terms which impose or any Material Subsidiary has agreed purport to contribute capital impose non-competition obligations upon the Company; (vii) each written warranty, guaranty or surplus other similar undertaking with respect to any Person or guarantee contractual performance extended by the obligations Company other than in the ordinary course of any Person under any insurance contractbusiness; or and (Hviii) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K all real property leases (each, a “Material ContractReal Estate Lease”) to which the Company is a party (collectively, “Material Contracts”). (b) The Company has not obtained any letter of credit for, or given any power of attorney to, any person or entity for any purpose whatsoever that, in each case, is outstanding or will be in effect on the Closing Date, except for the prosecution of patents and trademarks in the ordinary course of business. (c) The Company is not in default, and to Seller’s knowledge there is no basis for any claim of default, under any of the Material Contracts, except such claims or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of Seller, all of the Material Contracts are in full force and effect and are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms terms. (except (Ad) as limited by applicable bankruptcy, insolvency, reorganization, moratorium Seller has heretofore delivered or made available to Purchaser true and other Laws correct copies of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any all of the Material Subsidiaries is in material default under or in material breach ofContracts, or in receipt of any written claim of such material default or material breachincluding all amendments, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct modifications and complete copies of each Material Contract have been made available to the Purchaserssupplements thereto.

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

Contracts and Commitments. (i) 3.9.1 Except as expressly contemplated by this Agreement, the Prior Purchase Agreements Agreement or as set forth on the attached Schedule K, neither the Company nor any in Sections 3.9.1 of the Material Subsidiaries Seller Disclosure Schedule, no Group Company is a party to or bound by any executory contractof the following Contracts, lease, license or other agreement (whether written or oraloral (each a “Material Contract”): (a) that involves:collective bargaining agreement or any other Contract with any labor union; (b) any contracts with any Governmental Authorities (c) Contract, agreement or indenture relating to any Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any portion of their properties or assets (A) pursuant to which, any Group Company has incurred or may incur Indebtedness for which any of any Group Company will be liable following the Closing, or (B) relating to any Liens on assets of any Group Company; (d) guaranty of any Indebtedness or other material guaranty; (e) Contract, lease or agreement under which it is lessee of, or holds, uses or operates any real or personal property or assets owned by any other party; (f) Contracts or group of related Contracts with any material customer or supplier; (g) Contracts or agreements relating to the acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all of the assets of any Person by any Group Company since the Look-back Date or the future acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all of the assets of any Person by any Group Company or, pursuant to which any Group Company have any continuing “earn out” or other contingent payment obligations or any surviving material indemnification obligations; (h) joint venture, partnership, limited liability company or similar agreement with any third party (including any agreement providing for joint development or marketing); (A) payments Contract pursuant to which any Group Company licenses, or is otherwise permitted by the Company and/or a third party to practice, use or register, or receive any Material Subsidiary in excess of $3 million during the 12 month period ended other rights under, any material Intellectual Property Rights (other than “shrink wrap licenses,” “click through” licenses and licenses to off-the-shelf Software on the Closing Date; standard commercial terms), (B) prohibiting Contract pursuant to which a third party licenses, or materially limiting is permitted to use or restricting the Company register, or granted any Material Subsidiary from freely engaging in other rights under, any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; Company-Owned IP Rights (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising non-exclusive licenses granted to customers in the Ordinary Course of Business), or (C) Contract affecting any joint ventureGroup Company’s ability to use, partnership enforce, or other cooperative arrangement disclose any material Intellectual Property Rights, such as covenant-not-to-sue, coexistence, consent-to-use, concurrent use, or similar arrangement involving a sharing of profits or otherwisesettlement agreements; (Ej) “most favored nations” provisionsdistribution, sales representative, marketing or similar Contract or agreement that required any Group Company to make commission payments under such agreement; (Fk) other than arising in the Ordinary Course of Business, material third-party administration 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 Group Company would be required to contribute make capital expenditures; (l) Contract or surplus agreement that (A) limits or purports to limit the ability of any Group Company to compete in any line of business or with any Material Subsidiary product 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 with any Person or guarantee in any geographic area or market or during any period of time or (B) contains covenants that restrict the obligations business activity of any Person under Group Company in any insurance contractmaterial respect (other than non-disclosure agreements entered into in the ordinary course of business, consistent with past practice); (m) Contract or agreement that contains “most-favored-nation” obligations or restrictions, or rights of first refusal or offer or any similar requirement or right, in each case binding any Group Company in favor of any third party; (n) Contract or agreement where any Group Company is subject to a requirement of exclusive dealing or any similar exclusivity obligation; (o) any interest, currency or hedging derivatives or similar Contracts; (p) Contract or agreement that limits the incurrence of Indebtedness or the declaration or payment of any dividends or other distributions; (q) Contract or agreement that involves material payment to or by any Group Company; (r) Contract or agreement whose termination (other than those termination by passage of time) would reasonably be expected to have a Material Adverse Effect; (s) employment, severance or consulting Contract that is not terminable at will by any Group Company and which will require the payment of material amounts by any Group Company after the date hereof; or (Ht) any material amendment, modification Contract or supplement in respect agreement that relates to the settlement of any of Proceeding (A) with any Governmental Authority since the foregoingLook-back Date, (B) that materially restricts or imposes obligations upon any Group Company or (C) requires material payment by any Group Company after the date hereof. (ii) All of the contracts3.9.2 The Purchaser either has been supplied with, agreements, instruments and documents set forth on the attached Schedule K (eachor has been given access to, a “true and correct copy of all Material Contract”) are validContracts, binding and enforceable against the together with all supplements, amendments, waivers or other changes thereto. 3.9.3 Neither any Group Company or the respective Material Subsidiary, as applicable, andnor, to the Knowledge of the CompanySeller and the Group Companies, each any other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, violation of or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, that with the passage notice or lapse of time or the giving of notice, or both, both would result in constitute a material defaultbreach of, breach violation of or event of noncompliancedefault under, in each such caseany Material Contract by any Group Company, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstandingor, pending, or to the Knowledge of the CompanySeller and the Group Companies, threatened material disputes any counterparty. All Material Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of the applicable Group Company and each counterparty, and are enforceable against the applicable Group Company and the counterparty thereto 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. (a) Schedule 2.12(a) lists each of the following contracts or agreements (if any) of each of the Acquired Companies: (i) Except management contracts with respect to the Properties, and management contracts with respect to golf course properties or facilities owned by third parties; (ii) all material documents evidencing or creating indebtedness for borrowed money of the Acquired Companies with a remaining principal balance in excess of $75,000 individually or $250,000 in the aggregate or secured by the Properties and outstanding on the date of this Agreement which will not be retired or repaid on or prior to the Closing Date ("Existing Debt"); (iii) partnership agreements and joint venture agreements to which any Acquired Company is a party (and having as expressly contemplated another party any person who is not an Acquired Company) which requires a payment, or delivery of assets or services; (iv) all Leases of Leased Properties and other real property leased by this Agreement, the Prior Purchase Agreements or Companies; (v) except as set forth on the attached Schedule K2.5, neither the Company nor employment, severance or consulting agreements with any director, officer or Acquired Companies Employee (as hereinafter defined) requiring an annual payment of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary cash compensation in excess of $3 million during the 12 month period ended on the Closing Date100,000 individually; (Bvi) prohibiting agreements granting to any third party a first-refusal, first-offer or other right to purchase or acquire any of the Properties or any of the Acquired Shares; (vii) agreements materially limiting or restricting the ability of any Acquired Company to enter into or any Material Subsidiary from freely engaging engage in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise;line of business; and (Cviii) Indebtedness involving liabilities in excess agreements that will not be terminated on or before the Closing between (1) any Acquired Company and any Seller or its Affiliates (as hereinafter defined), or (2) any Seller or its Affiliates (except for any Acquired Company) and a third party that commit any one or more of $5 million; (D) other than arising the Acquired Companies to pay, in the Ordinary Course of Businessaggregate, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other more than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing$150,000. (iib) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct True and complete copies of each Material Contract the contracts and agreements disclosed pursuant to Section 2.12(a) hereof have been made available to the PurchasersBuyer. Except as disclosed on Schedule 2.12(b) or as would not have a Material Adverse Effect (i) each contract and agreement disclosed pursuant to Section 2.12(a) hereof is valid and binding on the Acquired Company party thereto and, to the Sellers' Knowledge, on the other party or other parties thereto, and is in full force and effect in accordance with its respective terms, (ii) upon consummation of the transactions contemplated by this Agreement, each such contract and agreement shall continue in full force and effect in accordance with its respective terms without penalty, acceleration of payment or other adverse consequence, (iii) none of the Acquired Companies is in breach of, or default under, any such contract or agreement, and no event exists that, but for the giving of notice or passage of time, would result in such a breach or default by the Acquired Company party thereto, and (iv) to the Sellers' Knowledge, no other party to any such contract or agreement is in breach thereof or default thereunder, and no event exists that, but for the giving of notice or passage or time, would result in such a breach or default by the other party thereto. Certain other contracts and agreements concerning the Properties and the Acquired Companies have been provided to the Buyer in the Review Room (as hereinafter defined).

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

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

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

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached in Schedule K3.17(a) hereto, neither the Company Treyarch does not have, nor any of the Material Subsidiaries is a Treyarch party to or bound by by: (i) any executory consulting or sales agreement, contract or commitment under which any firm or other organization provides services to Treyarch; (ii) any fidelity or surety bond or completion bond; (iii) any agreement of indemnification or guaranty; (iv) any agreement, contract, commitment, transaction or series of transactions for any purpose other than in the ordinary course of Treyarch's business relating to capital expenditures or commitments or long-term obligations in excess of $10,000, other than the restricted interest bearing account in the amount of approximately $170,000, which Treyarch has pledged as security for its obligations under its facility lease; (v) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Treyarch's business; (vi) any mortgages, indentures, loans or credit agreements, security agreements or other arrangements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (iii) hereof; (vii) any purchase order or contract for the purchase of inventory or other materials involving $10,000 or more; (viii) any distribution, joint marketing or development agreement; (ix) any assignment, license or other agreement (whether written or oral) that involves:with respect to any form of intangible property; or (Ax) payments by the Company and/or any Material Subsidiary other agreement, contract or commitment that involves $10,000 or more or is not cancelable without penalty in excess of $3 million during the 12 month period ended on the Closing Date; 10,000 within thirty (B30) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; days (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Businesscollectively, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (Ei) “most favored nations” provisions; through (Fx) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance above shall be known as "Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing"). (iib) All of Except as would not individually or in the contractsaggregate have a Material Adverse Effect, agreements, instruments all such Contracts are valid and documents set forth binding on the attached Schedule K (each, a “Material Contract”) Treyarch and are valid, binding in full force and effect and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto Treyarch in accordance with their respective terms. Except as disclosed in Schedule 3.17(b) hereto, no approval or consent of, or notice to any Person the failure of which to obtain would have individually or in the aggregate a Material Adverse Effect is needed in order that such Contracts shall continue in full force and effect in accordance with its terms (except (A) as limited by applicable bankruptcywithout penalty, insolvency, reorganization, moratorium and other Laws acceleration or rights of general application affecting early termination following the enforcement consummation of creditors’ rights generally, (B) as limited by Laws relating the Merger. Except to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor extent any of the Material Subsidiaries is in material default under following would not individually or in material breach the aggregate have a Material Adverse Effect, Treyarch is not in violation of, breach of or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstandingContract nor, pending, or to the Knowledge of the CompanyMembers' knowledge, threatened material disputes with respect is any other party to any such Material Contract. TrueExcept as set forth in Schedule 3.17(b) hereto, correct and complete copies Treyarch is not in violation or breach of each Material or default under any such Contract have been made available (including leases of real property) relating to the Purchasersnon-competition, indebtedness, guarantees of indebtedness of any other person, employment, or collective bargaining.

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

Contracts and Commitments. (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. (ia) Schedule 4.14(a) of the Extensity Disclosure Statement contains a complete and accurate list of all agreements, understanding and arrangements, whether written, oral or established through common practice, between Extensity or any Extensity Sub (on one hand) and any other Person (on the other) that directly or indirectly beneficially owns, or is controlled by or under common control with any Person that beneficially owns, more than five percent of the outstanding Extensity Common Stock (the "Extensity Related Party Agreements"). True and correct copies of all Extensity Related Party Agreements have been furnished to Geac. (b) Except as expressly contemplated filed (including by this Agreement, incorporation by reference to earlier-filed documents) as an exhibit to the Prior Purchase Agreements SEC Reports or as set forth identified on Schedule 4.14(b) to the attached Schedule KExtensity Disclosure Statement (collectively the "Extensity Contracts", it being understood that the failure to identify an agreement or other commitment or arrangement on that schedule that is required to be identified on that schedule shall not cause that item not to be an "Extensity Contract"), neither the Company Extensity nor any of the Material Subsidiaries Extensity Sub is a party to or bound by any executory oral or written contract, lease, license obligation or other agreement (whether written or oral) that involvescommitment of any type in any of the following categories: (Ai) payments by the Company and/or agreements with any Material Subsidiary in excess employees or consultants of $3 million during the 12 month period ended on the Closing DateExtensity or Extensity Sub respecting their employment, consulting, salary, wages, bonuses, incentive compensation, severance or retention pay, or other compensation, except for those employees or consultants whose annual rate of compensation, including potential bonuses and incentive compensation, is less than USD100,000; (Bii) prohibiting agreements or materially limiting plans under which benefits will be increased or restricting accelerated by 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 occurrence of any of the foregoing.transactions contemplated by this Agreement or under which the value of the benefits will be calculated on the basis of any of the transactions contemplated by such agreements; (iiiii) 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 contracts or the respective Material Subsidiary, as applicable, and, commitments currently in force relating to the Knowledge disposition or acquisition of assets other than in the Companyordinary course of business, each other party thereto or relating to an ownership interest in accordance with their respective terms any Person; (except iv) agreements, contracts or commitments for the purchase or licensing of goods, Software, supplies or equipment: (A) as limited by applicable bankruptcywhich are with sole or single source suppliers or (B) for a cost, insolvencyfor any one such agreement, reorganizationcontract or commitment, moratorium and in excess of USD100,000; (v) guarantees or other Laws agreements, contracts or commitments under which Extensity or Extensity Sub is absolutely or contingently liable for (A) the performance of general application affecting any other Person (other than Extensity or an Extensity Sub) or (B) the enforcement whole or any part of creditors’ rights generallythe indebtedness or payment obligations of any other Person (other than Extensity or the Extensity Subs); (vi) powers of attorney authorizing the incurrence of a material obligation on the part of Extensity or any Extensity Sub; (vii) agreements, contracts or commitments which limit or restrict (A) where Extensity or any Extensity Sub may conduct business, (B) as limited by Laws relating to the availability type or lines of specific performance, injunctive relief business (current or other equitable remedies future) in which Extensity or any Extensity Sub may engage or (C) as would not be material to the Company and the Company Subsidiariesany acquisition of assets or stock (tangible or intangible) by Extensity or any Extensity Sub; (viii) agreements, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include contracts or commitments containing 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 agreement with respect to an Additional Closinga change of control of Extensity or any Extensity Sub; (ix) agreements, as contracts or commitments for the borrowing or lending 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 ofmoney, or the availability of credit; (x) any hedging, option, derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency or (xi) any joint marketing or joint development agreement, or any license or distribution agreement relating to any Extensity product or planned product, other than software licenses granted to customers in receipt the ordinary course of business. (c) Neither Extensity or any Extensity Sub nor, to Extensity's and the Extensity Subs' knowledge, any other party to any Extensity Contract, has materially breached, violated or defaulted under, or received written claim of such material default notice that it has breached, violated or material breach, defaulted under any Material Extensity Contract. No event has occurred Nor is there any condition respecting Extensity or any Extensity Sub or, to the knowledge of Extensity and the Extensity Subs, any condition respecting any other party to any Extensity Contract, which, in any such case, with the passage of time or the giving of notice, notice or both, would result in could reasonably be expected to cause a material defaultbreach, breach violation or event default under any Extensity Contract. (d) Each Extensity Contract is a valid, binding and enforceable obligation of noncomplianceExtensity or an Extensity Sub and, to Extensity's and the Extensity Subs' knowledge, of the other party or parties thereto, in each such caseaccordance with its terms, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or except to the Knowledge extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other Laws affecting the enforcement of the Company, threatened material disputes with respect to any such Material Contract. True, correct creditors' rights or by general principles of equity. (e) An accurate and complete copies copy of each Material Extensity Contract have has been made available to the PurchasersGeac.

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

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreementfiled as an exhibit to Identix' SEC Reports, neither Identix, the Prior Purchase Agreements Identix Subsidiaries, or as set forth the entities listed on the attached Schedule K, neither the Company nor any of the Material Subsidiaries 3.1(b) is a party to or bound by any executory oral or written contract, lease, license obligation or other agreement (whether written or oral) that involvescommitment of any type in any of the following categories: (Ai) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Dateagreements or arrangements that contain severance pay, understandings with respect to tax arrangements, understandings with respect to expatriate benefits, or post-employment liabilities or obligations; (Bii) prohibiting agreements or materially limiting plans under which benefits will be increased or restricting accelerated by 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 occurrence of any of the foregoing.transactions contemplated by this Agreement, or under which the value of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement; (iiiii) All agreements, contracts or commitments currently in force relating to the disposition or acquisition of assets other than in the ordinary course of business, or relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise; (iv) agreements, contracts or commitments for the purchase of materials, supplies or equipment which provide for purchase prices substantially greater than those presently prevailing for such materials, supplies or equipment, or which are with sole or single source suppliers; (v) guarantees or other agreements, contracts or commitments under which Identix or any 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 Identix Subsidiaries is absolutely 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 contingently liable for (A) as limited by applicable bankruptcythe performance of any other person, insolvencyfirm or corporation (other than Identix or the Identix Subsidiaries), reorganizationor (B) the whole or any part of the indebtedness or liabilities of any other person, moratorium and firm or corporation (other Laws than Identix or the Identix Subsidiaries); (vi) powers of general application affecting attorney authorizing the enforcement incurrence of creditors’ rights generallya material obligation on the part of Identix or the Identix Subsidiaries; (vii) agreements, contracts or commitments which limit or restrict (A) where Identix or any of the Identix Subsidiaries may conduct business, (B) as limited by Laws relating to the availability type or lines of specific performancebusiness (current or future) in which they may engage, injunctive relief or other equitable remedies or (C) as would not be material to any acquisition of assets or stock (tangible or intangible) by Identix or any of the Company and the Company Identix Subsidiaries; (viii) agreements, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include contracts or commitments containing 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 agreement with respect to an Additional Closinga change of control of Identix or any of the Identix Subsidiaries; (ix) agreements, as contracts or commitments for the borrowing or lending of money, or prior the availability of credit (except credit extended by Identix or any of the Identix Subsidiaries to such Additional Closing. customers in the ordinary course of business and consistent with past practice); (x) any hedging, option, derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency. (b) Neither the Company Identix nor any of the Material Subsidiaries is in material default under Identix Subsidiaries, nor to Identix' knowledge any other party to an Identix Contract (as defined below), has breached, violated or in material breach ofdefaulted under, or in receipt of received notice that it has breached, violated or defaulted under, (nor does there exist any written claim of such material default or material breach, condition under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, notice or both, would result in could reasonably be expected to cause such a breach, violation or default under), any material defaultagreement, breach contract or event of noncompliance, in each such case, by the Company commitment to which Identix or any of the Material Identix Subsidiaries under is a party or by which any of them or any of their properties or assets may be bound (any such agreement, contract or commitment, an "IDENTIX CONTRACT"), other than any breaches, violations or defaults which individually or in the aggregate would not have an Identix Material Contract. There are no outstandingAdverse Effect. (c) Each Identix Contract is a valid, pendingbinding and enforceable obligation of Identix and to Identix' knowledge, of the other party or parties thereto, in accordance with its terms, and in full force and effect, except where the failure to be valid, binding, enforceable and in full force and effect would not have an Identix Material Adverse Effect and to the Knowledge extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of the Company, threatened material disputes with respect to any such Material Contract. True, correct creditors' rights governing or by general principles of equity. (d) An accurate and complete copies copy of each Material Identix Contract have has been made available to the PurchasersVisionics.

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

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

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

Contracts and Commitments. (a) Schedule 4.15 annexed hereto lists all material contracts, leases, commitments, technology agreements, software development agreements, software licenses, indentures and other agreements to which the Corporation is a party (collectively, "Material Contracts") including, without limitation, the following: (i) Except as expressly contemplated any contract for the purchase of equipment, supplies, other materials, or other inventory items other than purchase orders for supplies entered into in the ordinary course of business; (ii) any contract related to the purchase or lease of any capital asset involving aggregate payments of more than $5,000 per annum that is not cancelable by this Agreementthe Corporation on less than thirty (30) days notice; (iii) all technology agreements, software development agreements and software licenses (except for pre-printed licenses for commercially available and non-custom software applications) involving the Corporation or any Affiliate, regardless of the duration thereof or the amount of payments called for or required thereunder; (iv) any guarantee, make-whole agreement, or similar agreement or undertaking to support, directly or indirectly, the Prior Purchase Agreements financial or as set forth other condition of any other person or entity; (v) each contract for or relating to the employment of any officer, employee, technician, agent, consultant, or advisor to or for the Corporation that is not cancelable by the Corporation without penalty, premium or liability (for severance or otherwise) on less than thirty (30) days' prior written notice; (vi) license, royalty, franchise, distributorship, dealer, manufacturer's representative, agency and advertising agreements; (vii) any contract with any collective bargaining unit; (viii) any mortgage of real property; (ix) any factoring agreement with respect to the attached Schedule K, neither the Company nor any accounts receivable of the Material Subsidiaries is a party Corporation; (x) any pledge or other security agreement by the Corporation other than guaranties entered into in the ordinary course of business which are not material to the Corporation, (xi) any joint venture agreement or bound by similar arrangement; (xii) any executory non-competition agreement or similar arrangement; and (xiii) any contract, lease, license commitment, indenture, or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company Corporation is a party that may not be terminated without penalty, premium or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee liability by the obligations of any Person under any insurance contract; or Corporation on not more than thirty (H30) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “days' prior written notice. The term "Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” " shall not include any contract that will be fully performed or satisfied as agreement, the failure of which to maintain, perform or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any continue in effect (including by reason of the Material Subsidiaries Merger) has not and is in material default under not reasonably expected to adversely affect the Corporation and its assets, properties, businesses or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersfinancial condition.

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

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

Contracts and Commitments. (a) As of the date hereof, 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) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): (i) Except as expressly contemplated a material agreement with any senior executive that is not cancelable by this AgreementEquipment Co. on notice of not longer than thirty (30) days and without liability, the Prior Purchase Agreements penalty or as set forth on the attached Schedule K, neither the Company nor any premium; (ii) a lease of the Material Subsidiaries is a party to or bound by any executory contract, lease, license personal property involving consideration or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary expenditure in excess of One Hundred Thousand Dollars ($3 million during 100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 month period ended on months’ notice; (iv) an agreement providing for the Closing Date;disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (Bb) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any Neither of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the Companyother parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto in accordance thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with their respective terms or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (except c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (Awritten or otherwise) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, for such renegotiation. (Bd) as limited by Laws The Material Contracts relating to the availability sale, design or provision of specific performanceproducts or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, injunctive relief or other equitable remedies any consideration having been paid or promised, that is or would be in violation of any Law. (Ce) as would not be material None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach business of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstandingassets owned or used by, pending, or either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the CompanySellers, threatened material disputes with respect no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any such Material Contract. Trueother Person any rights to any invention, correct and complete copies of each Material Contract have been made available to the Purchasersimprovement, or discovery.

Contracts and Commitments. Set forth in the Kroger Disclosure Letter is a complete and accurate list of all of the following contracts (iwritten or oral), plans, undertakings, commitments or agreements ("Kroger Contracts") Except as expressly contemplated by this Agreement, the Prior Purchase Agreements to which Kroger or as set forth on the attached Schedule K, neither the Company nor any of the Material its Subsidiaries is a party to or by which any of them is bound by any executory contract, lease, license or other agreement (whether written or oral) that involves:as of the date of this Agreement. (Aa) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting each distribution, supply, inventory purchase, franchise, license, sales, agency or materially limiting advertising contract involving annual expenditures or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million30,000,000 which is not cancelable (without material penalty, cost or other liability) within one year; (Db) other than arising in the Ordinary Course each promissory note, loan, agreement, indenture, evidence of Business, any joint venture, partnership indebtedness or other cooperative arrangement instrument providing for the lending of money, whether as borrower, lender or similar arrangement involving a sharing guarantor, in excess of profits or otherwise$20,000,000; (Ec) “most favored nations” provisionseach contract, lease, agreement, instrument or other arrangement containing any "radius clause" applicable to markets in which Fred Meyer has operations; (Fd) other than arising in the Ordinary Course of Business, material third-party administration each joint venture or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar partnership agreement pursuant to which any Person has agreed third party is entitled to contribute capital or surplus to the Company develop any property and/or facility on behalf of Kroger or any of its Subsidiaries material to Kroger and its Subsidiaries taken as a whole; (e) any contract that would constitute a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); and (f) except as would not reasonably be expected to have, individually or in the aggregate, a Kroger Material Subsidiary Adverse Effect, each contract, lease, agreement, plan (including Kroger Benefit Plans), instrument, note, indenture or other arrangement to which Kroger or any capital maintenance contract of its Subsidiaries is a party or similar agreement pursuant to otherwise bound under the terms of which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. rights or obligations of a party thereto (iior any other Person who has rights or obligations thereunder) All may be terminated, accelerated, vested, modified or altered as a result of the contractsexecution and delivery of this Agreement and the Stock Option Agreement, agreementsthe performance by the parties of their obligations hereunder or thereunder or consummation of the transactions contemplated hereby and thereby; Correct and complete copies of the written Kroger Contracts, instruments and documents set forth as amended to date, that would be required to be filed as exhibits to Kroger's Form 10-K if such Form 10-K were being filed on the attached Schedule K (eachdate hereof, that have not been filed prior to this date as Exhibits to the Kroger SEC Reports have been delivered or made available to Fred Meyer. Each Kroger Contract is valid and binding on Kroger and any Subsidiary of Kroger which is a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, party thereto and, to the Knowledge knowledge of the CompanyKroger, each other party thereto and is in accordance full force and effect, and Kroger and its Subsidiaries have performed and complied with their respective terms (all obligations required to be performed or compiled with by them under each Kroger Contract, except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) in each case as would not be material to the Company and the Company Subsidiariesnot, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under individually or in material breach ofthe aggregate, or in receipt of any written claim of such material default or material breach, under any reasonably be expected to have a Kroger Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersAdverse Effect.

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

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

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

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

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

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

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

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

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

Contracts and Commitments. (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 KBOH Disclosure Schedules (the “BOH Contracts”), neither the Company BOH 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 BOH or any of its Subsidiaries to indemnification from BOH or any of its Subsidiaries or imposed on BOH 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 BOH 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 BOH 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 15,000 in 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 million25,000 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 BOH or Bank of Houston imposed by any Governmental Body having supervisory jurisdiction over BOH or Bank of Houston; (Fxiv) note, debenture, agreement, contract or indenture related to the borrowing by BOH 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 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) agreement with or extension of credit to any executive officer or director of BOH or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding BOH Stock, or any Affiliate of such Person; (xvii) agreement with any executive officer or director of BOH or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding BOH 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 BOH 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, BOH (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 BOH or any of its Subsidiaries (or, after the consummation of the transactions contemplated hereby, SPFI and its Affiliates) to conduct business with any third party on an exclusive or preferential basis, or that grants any person other than BOH 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 BOH 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 BOH 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 BOH 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 Bank of Houston, on the one hand, and a Person or guarantee listed on Section 3.1(e) of the obligations of any Person under any insurance contractBOH 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 $25,000 or more not made in the Ordinary Course of Business. (iib) All of the contractsEach BOH 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 BOH or the respective Material Subsidiaryits Subsidiaries, as applicablethe case may be, and, and to the Knowledge knowledge of BOH, the Companyother parties thereto, each other party thereto and is enforceable by BOH 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 BOH and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each BOH Contract and there are no existing material defaults by BOH 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 BOH, as the other party thereunder and, to the knowledge of BOH, 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 BOH 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 BOH Contract have has been delivered or made available to the PurchasersSPFI.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any Section 3.9(a) of the Material Subsidiaries Sellers’ Disclosure Schedule, the Division is not a party to or bound by any executory contractwritten or oral: (i) management agreement, leaseconsulting agreement, license employee leasing agreement or contract for the employment or services of any officer, individual employee, independent contractor, consultant or other Person on a full time, part time, consulting or other basis, or any other arrangement or understanding (A) providing compensation, (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 or services of any employee, independent contractor, or consultant at any time for any lawful reason or for no reason without penalty or liability; (ii) agreement or indenture relating to Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset or group of assets of the Division or any letter of credit arrangements, or any guarantee therefor; (iii) lease or agreement under which the Division is a (A) lessee of or holds or operates any personal property, owned by any other party or (B) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Division (including all Equipment Contracts in effect as of the Closing Date); (iv) agreements relating to the ownership of, investments in or loans and advances to any Person, including investments in joint ventures and minority equity investments and loans with respect thereto; (v) inbound or outbound license, royalty, or other agreement with respect to any Intellectual Property (whether written except for license agreements for non-customized commercially available off the shelf software) 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 other agreements affecting, limiting or restricting the Company Division’s ability to use, enforce or disclose any Material Subsidiary Division Intellectual Property, other than non-disclosure or confidentiality agreements entered into by the Division in the ordinary course of business; (vi) contract or agreement prohibiting the Division from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseworld; (Cvii) Indebtedness involving liabilities in excess agreement or commitment for the purchase by the Division of $5 millionmachinery, equipment or other personal property or refurbishment of the same; (Dviii) agreement that provides any customer of the Division with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other than arising in customers of the Ordinary Course of BusinessDivision, including any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) agreement containing “most favored nationsnation” provisions; (Fix) other than arising in the Ordinary Course of Business, material third-party administration agreement with any Material Customer or other insurance policy administration relating to the Insurance ContractsMaterial Supplier; (Gx) a capital maintenance agreement with any Government Entity; (xi) agreement involving the settlement of any Action with respect to which (i) any amounts remain unpaid or (ii) conditions precedent to the settlement thereof have not been satisfied; (xii) agreement for the disposition of any assets of the Division outside the ordinary course of business consistent with past practices or any agreement for the acquisition of the assets or business of any other Person; (xiii) indemnity agreement with any supplier to or customer of the Division under which the Division is obligated to indemnify such party against product warranty or infringement or similar claims; (xiv) warranty contract with respect to services rendered or products sold, leased or licensed by the Division which contains terms and conditions that differ in any material respect from standard warranty terms and conditions provided to customers of the Division; and (xv) any other contract, keepwell agreement or similar agreement pursuant to which any Person has agreed to contribute capital other arrangement or surplus group of related contracts, agreements or other arrangements with the same party or group of affiliated parties that are otherwise material to the Company Division, whether or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which not entered into in the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations ordinary course of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoingbusiness. (iib) All Except as described on Section 3.9(b) of the Sellers’ Disclosure Schedule, all of the contracts, agreements, agreements and instruments and documents set forth or required to be set forth on Section 3.9(a) of the attached Sellers’ Disclosure Schedule K (each, a the “Material ContractContracts”) are valid, binding binding, fully executed and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of applicable Seller and as to the Companyother parties thereto, each other party thereto in accordance with their respective terms and will continue as such following the consummation of the transactions contemplated hereby, in each case subject to (except (Ai) as limited by the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium and other Laws of general application or similar laws affecting the enforcement of creditors’ rights generally, ; and (Bii) as limited by Laws relating to enforceability, to the availability effect of specific performance, injunctive relief general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or other equitable remedies or (C) as would at law). Sellers have performed all obligations required to be performed by 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 , and no event has occurred which, which with the passage of time or the giving of notice, notice or both, both would result in a material default, breach or event of noncompliance, in each such case, noncompliance by Sellers under any Material Contract and there has been no breach or cancellation or anticipated breach or cancellation by the Company or other parties to any of the Material Subsidiaries under Contract nor do any such other parties intend to renegotiate any such Material Contract. There are no outstanding, pending, or to the Knowledge Contract as a result of the Company, threatened material disputes with respect consummation of the transactions contemplated herein. Sellers have made available to any such Material Contract. True, correct Purchaser true and complete copies of each all Material Contract have been made available to the PurchasersContracts, including all amendments thereto.

Contracts and Commitments. (ia) Except Section 5.8 of the Plan Investor Disclosure Schedule lists the following Contracts (including all amendments, modifications and supplements thereto) to which a Plan Investor Group Member is a party as of the date hereof (each a “Plan Investor Material Contract” and collectively, the “Plan Investor Material Contracts”), in each case, other than Contracts expressly contemplated by this Agreement, Agreement or 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 involvesTransaction Documents: (i) (A) any material Contract providing for the borrowing of money or to the issuance of any note, bond, debenture or other evidence of funded indebtedness, or to mortgaging, pledging or otherwise placing a material Encumbrance on any securities or assets of any Plan Investor Group Member; (B) any Contract in the nature of a letter of credit, bankers’ acceptance and similar facilities involving any Plan Investor Group Member as an account party or beneficiary; (C) any Contract in the nature of a capital or direct financing lease that is required by IFRS to be treated as a long-term liability involving annual payments above $250,000 individually; and (D) any Contract containing material earn-out obligations or other contingent payment or contingent obligations for the deferred purchase price of property or services; (ii) any material Contract involving any guaranty by a third party of any obligation for borrowed money or other material guaranty, performance or completion bond or indemnity or surety arrangement; (iii) any license, sublicense, development, collaboration or royalty agreement or other Contract relating to the Company and/or use by any Material Subsidiary Plan Investor Group Member of any material third-party Intellectual Property (other than commercially available software or software subject to click-through or shrink-wrap agreements); (iv) any license, sublicense, development, collaboration or royalty agreement or other Contract relating to the use of any Intellectual Property of any Plan Investor Group Member by any third party (other than licenses granted to customers, resellers and distributors in the ordinary course of business) pursuant to which any Plan Investor Group Member receives annual payments above $250,000 individually; (v) any Contract binding any Plan Investor Group Member in respect of a covenant not to compete with any Person, Contracts (other than Distribution Agreements and Contracts entered into in the ordinary course of business) in which any Plan Investor Group Member grants any exclusivity or preferential right of first refusal or right of first offer to any Person or otherwise creates an exclusive relationship binding on any Plan Investor Group Member with a Person, in each case, to the extent such Contract materially restricts or limits the activities of any Plan Investor Group Member or the ability of any Plan Investor Group Member to engage or compete in any line of business or any geographic area or from developing or commercializing any pharmaceutical products; (vi) any Contract for the acquisition or disposition of any business, any merger, consolidation, plan or scheme of arrangement or reorganization, or acquisition or disposition of a material amount of stock or material portion of assets of any Person outside the ordinary course of business, or any material real property (whether by merger, sale of stock, sale of assets or otherwise) to the extent any Plan Investor Group Member has any remaining payment or indemnity obligations thereunder in excess of $3 million during 250,000 individually, in each case other than sales of inventory in the 12 month period ended on the Closing Dateordinary course of business; (Bvii) prohibiting any Contract that by its terms limits the payment of dividends or materially limiting or restricting other distributions by 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 otherwisePlan Investor; (Cviii) Indebtedness any Contract, other than a Distribution Agreement or any employment agreements, involving liabilities consideration in excess of $5 million250,000 individually, and $500,000 in aggregate for Contracts with substantially the same customer, supplier or subject matter, and which, in each case, cannot be cancelled by the applicable Plan Investor Group Member (a) without penalty or (b) with less than ninety (90) days’ notice; (ix) Contracts with independent contractors or consultants which are not cancellable without material penalty or without more than ninety (90) days’ notice; (x) any material Contract between any directors of any Plan Investor Group Member, any Senior Officers or (in both cases) any of their Affiliates, on the one hand, and such Plan Investor Group Member or any other Plan Investor Group Member, on the other hand; (Dxi) other than arising any material Contract, involving consideration in the Ordinary Course excess of Business$250,000 individually, and $500,000 in aggregate, that provides for any joint venture, partnership or other cooperative similar arrangement or similar arrangement any Contract, involving consideration in excess of $250,000 individually, and $500,000 in aggregate, involving a sharing of profits revenues, profits, losses, costs or otherwiseLiabilities between any Plan Investor Group Member, on the one hand, and any other Person, on the other hand excluding, in each case, (A) Distribution Agreements, (B) Contracts among Plan Investor Group Members which are directly or indirectly wholly owned by the Plan Investor and (C) any Contract that would be covered by this clause (x) solely by virtue of an obligation to pay customary royalties on account of product sales; (Exii) any “most favored nationssingle source” 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 supply Contract pursuant to which any Person has agreed to contribute capital goods or surplus materials that are material 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 Plan Investor Business are supplied to any Person or guarantee the obligations Plan Investor Group Member from an exclusive source which source cannot be replaced without a material increase in cost within ninety (90) days of any Person under any insurance contracttermination of such Contract; or (Hxiii) any material amendment, modification or supplement in respect of Contract with any Governmental Entity outside of the foregoingordinary course of business. (iib) All The Company either has been supplied with, or has been given access to, a true, correct and complete copy of the contracts, agreements, instruments all written Plan Investor Material Contracts or a summary of all oral Plan Investor Material Contracts. Except as has not had and documents would not reasonably be expected to have a Plan Investor Material Adverse Effect and except as set forth on in the attached Schedule K Plan, each Plan Investor Material Contract (eachassuming due power and authority of, a “Material Contract”and due execution and delivery by, the other party or parties thereto) are is in full force and effect and is valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, applicable Plan Investor Group Member and, to the Knowledge of Plan Investor’s Knowledge, the Companyother parties thereto, each other party thereto in accordance with their respective terms (except (A) as may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium or other similar laws affecting creditors rights). (c) Except as has not had and would not reasonably be expected to have, moratorium and other Laws individually or in the aggregate, a Plan Investor Material Adverse Effect or except as set forth on Section 5.8 of general application affecting the enforcement of creditors’ rights generallyPlan Investor Disclosure Schedule, (Bi) within the one-year period preceding the date of this Agreement, no Plan Investor Group Member has violated or breached, or committed any default in any respect under, any Plan Investor Material Contract that remains uncured as limited by Laws relating of the date hereof, and (ii) 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 ClosingPlan Investor’s Knowledge, as of the date of this Agreement, no other Person has violated or prior to such Additional Closing. Neither breached, or committed any default in any respect under, any Plan Investor Material Contract that remains uncured as of the Company nor date hereof; and (iii) as of the date of this Agreement, no event has occurred and is continuing through any Plan Investor Group Member’s actions or inactions, as applicable, that will result in a violation or breach in any respect of any of the Material Subsidiaries is in material default under or in material breach of, or in receipt provisions of any written claim of such material default or material breach, under any Plan Investor Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K2.12, neither the Company nor any of the Material Subsidiaries (i) is not a party to or bound by any executory collective bargaining agreement or contract with any labor union, (ii) is not a party to or bound by any written or oral contract for the employment of any officer, individual employee or other person on a full- time, part-time or consulting basis, or relating to severance pay for any such person, (iii) is not a party to or bound by any (A) written or oral agreement or understanding to repurchase assets previously sold (or to indemnify or otherwise compensate the purchaser in respect of such assets) or (B) agreement for the sale of any capital asset, (iv) is not a party to or bound by any contract, leasearrangement, license commitment or other agreement understanding (whether written or oral) that involves: (A) which provides for future 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 50,000 and is not terminable by Company within 60 days without payment of a penalty or materially limiting premium, other than employment contracts, benefit plans and leases otherwise disclosed in Schedule 2.12 or restricting in another Schedule to this Agreement or listed as an exhibit in the Company Public Reports filed prior to the date hereof, (v) is not a party to or bound by any contract, arrangement, commitment or understanding which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Public Reports filed prior to the date hereof, (vi) is not a party to or bound by any confidentiality agreement or any Material Subsidiary agreement which prohibits the Company from freely engaging in any business or competing anywhere in the world world, (vii) is not a party to or providing for exclusivity in bound by any business line, geographic area agreement 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 indenture relating to the Insurance Contracts; borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of the Company, (Gviii) has not guaranteed any obligation for borrowed money, (ix) is not a capital maintenance contract, keepwell party to or similar bound by any agreement or contract that obligates the Company to pay a customer consequential damages and (x) is not a party to or bound by any agreement pursuant to which any Person has agreed to contribute capital other party is granted exclusive marketing, distribution or surplus to the Company manufacturing rights of any type 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 scope with respect to any Person products or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any services of the foregoingCompany. (iib) All Except as disclosed on Schedule 2.12, the Company and each of its subsidiaries has performed all obligations required to be performed by them in connection with the contracts, agreements, instruments and documents contracts or commitments set forth on the attached Schedule K (each2.12, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither neither the Company nor any of the Material Subsidiaries is in material default under or in material breach ofits subsidiaries, or in receipt of any written claim of such material default or material breachnor, 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 the Company, threatened material disputes with respect any other party to any such contract or commitment, is in breach of or default under any contract or commitment set forth on Schedule 2.12, except for any failures to perform, breaches or defaults which would not, individually or in the aggregate, have a Material Contract. TrueAdverse Effect on the Company. (c) Prior to the date of this Agreement, Acquiror has been given an opportunity to review a true and correct and complete copies copy of each Material Contract have been made available to the Purchaserswritten contract or commitment, and a written description of each oral contract or commitment, set forth on Schedule 2.12, together with all amendments, waivers or other changes thereto.

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

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

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

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

Contracts and Commitments. (a) The Disclosure Documents contain true and complete copies, as of the date hereof, of the following material Contracts of the Acquired Companies presently in effect, in each case (and unless a higher amount is indicated below) to the extent that they involve a specific commitment of any of the Acquired Companies’ resources having value exceeding, CHF 30,000 individually or per year or CHF 100,000 in the aggregate in value of outstanding performances, except for clauses (ii), (iii), (v) and (xii), where the aforementioned thresholds shall not apply (collectively, the “Material Contracts”): (i) Except as expressly contemplated Contracts that are not terminable by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contractAcquired Companies on fewer than three month notice without payment of penalty, lease, license liability or other agreement adverse consequence to the respective Acquired Company; (whether written ii) Contracts that involve payments based on sharing profits or oralrevenues of any of the Acquired Companies or that create a partnership, joint venture or an alliance, referral or reseller relationship; (iii) Contracts that involves: (A) payments impose by their terms a Lien on any of the Company and/or Acquired Companies’ material assets (other than a Permitted Lien); (B) create, incur or guarantee any Material Subsidiary in excess Indebtedness of $3 million during any of the 12 month period ended on Acquired Companies to any other Person, or (C) under which any of the Closing DateAcquired Companies assumes, or otherwise becomes liable for, the obligations of any other Person; (Biv) prohibiting Contracts that relate to the disposition or materially limiting or restricting the Company acquisition of material assets or any Material Subsidiary from freely engaging interest in any business enterprise (including any Liability related to or competing arising out of any acquisition or other business combination such as any earn-out, performance, bonus or other contingent payment arrangement, however such arrangement may be evidenced); (v) Contracts that (A) include any non-competition or non-solicitation covenant or similar arrangement that limits the right of any of the Acquired Companies to engage in, or to compete (geographically or otherwise) in any line of business or with any other Person anywhere in the world or providing for exclusivity in (B) grant exclusive rights of any business line, geographic area type or otherwisescope; (Cvi) Indebtedness involving liabilities in excess Contracts that provide for indemnification by any of $5 millionthe Acquired Companies; (Dvii) Contracts that contain “most favored nation” provisions or any similar preferred pricing provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwiseparties; (Eviii) “most favored nations” provisionsContracts with (A) any Governmental Authority; or (B) any party who is known by the Acquired Companies to be a subcontractor of any Governmental Authority in connection with such Contract; (Fix) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect Contracts with suppliers of any of the foregoingAcquired Companies with a value exceeding CHF 100,000 individually; (x) Contracts establishing powers of attorney or agency agreements; (xi) Contracts under which the Acquired Companies have any obligations to create or maintain interoperability or compatibility of any of the Company’s technology, products or services with any technology, products or services of any other Person; (xii) Contracts that provide for a termination right in the event of a change of control of an Acquired Company. (iib) All Prior to the date of this Agreement, the Company has delivered or made available to Purchaser or its counsel as part of the contractsDisclosure Documents a true, agreements, instruments correct and documents set forth on the attached Schedule K (each, a “complete copy of each Material Contract”, including all amendments, modifications and supplements thereto through the date of this Agreement (or a written description of the material terms of any Material Contract that is not written). (c) are valid, Each Material Contract is as to its main obligations of the Acquired Companies a valid and binding and enforceable against obligation of the Acquired Company or the respective Material Subsidiary, as applicable, and, to the Knowledge Selling Shareholders’ Knowledge, of the Company, each other party thereto thereto, and is in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium full force and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered effect with respect to such main obligations. (d) There is no existing material default by an Additional Closing, as of or prior to such Additional Closing. Neither the Acquired Company nor under any of the Material Subsidiaries is in Contracts and no event has occurred or, to the Selling Shareholders’ Knowledge, that (whether with or without notice, lapse of time or the occurrence of any other event) would constitute a material default under or in material breach ofby an Acquired Company, or in receipt of subject an Acquired Company to any written claim of such material default penalty or material breachliquidated damages, under any Material Contract. . (e) No Acquired Company has as of the date hereof received written notice from any Person alleging (A) any material breach of, default under or failure to comply with any term or requirement of any Material Contract; or (B) any revocation, withdrawal, suspension, cancellation, termination or amendment to any Material Contract. (f) The Company has until the date hereof not received written notice of and, to the Selling Shareholders’ Knowledge, there are no existing material defaults by any other Person party to a Material Contract; and, to the Selling Shareholders’ Knowledge, no event has occurred whichthat (whether with or without notice, with the passage lapse of time or the giving occurrence of notice, or both, any other event) would result in constitute a material default, breach or event of noncompliance, in each such case, default by any other Person party thereto (other than the Company or any of the Material Subsidiaries Company) under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (ia) Except as expressly contemplated by Section 3.14(a) of the Disclosure Letter sets forth a list of all of the following Contracts (excluding for the avoidance of doubt any Contract that has expired, has terminated, or has been fully performed, in each case, prior to the date of this Agreement, the Prior Purchase Agreements or as set forth Agreement without any further obligation on the attached Schedule K, neither the Company nor any part of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (CSubsidiary) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital is a party or surplus to by which the Company or any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K Subsidiary is bound (each, a “Material Contract”): (i) are validany Contract for employment (and severance or employee termination arrangements in respect thereof) providing annual base salary and guaranteed bonus in excess of $150,000; (ii) any change of control Contract with employees of the Company or any Subsidiary; (iii) any Contract containing (A) any covenant limiting the ability of the Company or the Subsidiaries to engage in any line of business or geographic area or to compete with any business or Person or (B) provisions by which the Company or any of the Subsidiaries grants any Person “most favored nation” status; (iv) any Contract under which the Company or the Subsidiaries have incurred any Indebtedness; (v) any joint venture Contract or similar Contract involving the sharing of profits; (vi) any Contract pursuant to which material tangible personal property is leased to or from the Company and which provide for payments by or to the Company or the Subsidiaries of more than $300,000 per year; (vii) any Contract relating to capital expenditures with respect to the Company or the Subsidiaries and involving future payments which exceed $300,000 in any twelve (12)-month period; (viii) any Contract entered into with a Governmental Authority (other than purchase orders for the Company’s products entered into in the ordinary course of business consistent with past practice); (ix) any Contract containing continuing rights and obligations with respect to acquisition or disposition by the Company or any Subsidiary of (A) any operating business, capital stock or other equity interests of any other Person or (B) any assets in which the aggregate consideration for such assets is in excess of $300,000, excluding in the case of clause (B) the acquisition of raw materials, inventory and supplies and the disposition of inventory, each in the ordinary course of business consistent with past practice; (x) any Contract pursuant to which the Company or any Subsidiary has guaranteed any obligations of Seller or any of its Affiliates; (xi) any Contract concerning Company Intellectual Property other than non-exclusive licenses granted to customers or distributors in the ordinary course of business consistent with past practice; and (xii) any Contract (excluding (A) those covered by clauses (i) through (xi) above, (B) purchase orders for Company products entered into in the ordinary course of business consistent with past practice and (C) Contracts cancellable without penalty with ninety (90) days’ notice or less) pursuant to which the Company or any Subsidiary will receive or pay in excess of $300,000 annually. (b) Except as set forth in Section 3.14(b) of the Disclosure Letter (i) each Material Contract is in full force and effect and is valid and binding on the Company or applicable Subsidiary party thereto and enforceable against the Company or the respective Material applicable Subsidiary, as applicable, and, and to the Knowledge of the Company’s Knowledge, each other party thereto in accordance with their respective terms (except (A) as subject to, and limited by by, applicable bankruptcy, insolvency, reorganization, moratorium moratorium, receivership and other Laws of general application similar laws affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performanceand general equitable principles), injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken than as a whole); provided, that, for result of the avoidance termination of doubt, “any Material Contracts” shall not include any contract that will be fully performed or satisfied as Contract after the date of or prior to the Initial Closing, or, if this Agreement is being executed in accordance with its terms and delivered (ii) with respect to an Additional Closingall Material Contracts, as of or prior to such Additional Closing. Neither neither the Company nor any of the Material Subsidiaries is in material default under or are in material breach ofthereof or default thereunder nor, to the Company’s Knowledge, is any other party to any such Material Contract in material breach thereof or in receipt of default thereunder, nor does any written claim of such material default or material breach, condition exist under any Material Contract. No Contract or any event has occurred which, with the passage giving of time notice or the giving lapse of notice, or bothtime, would result in constitute such a material breach or default, breach except for such breaches, defaults and events as to which requisite waivers or event consents have been obtained or for which notice was given. (c) True and complete copies of noncomplianceeach of the Contracts set forth in Section 3.14(a) of the Disclosure Letter, in each such caseincluding all material amendments, by modifications, supplements, exhibits, schedules and addenda thereto, have been made available to Buyer prior to the date hereof. (d) Neither Seller nor any of its Affiliates (other than the Company or any of the Material Subsidiaries under Subsidiaries) is a party to any such Material Contract. There are no outstanding, pending, or Contract that (i) relates to the Knowledge conduct of the business of the Company or the Subsidiaries (other than any organizational, investment rights and other similar agreements incidental to Seller being the holding company of the Company, threatened material disputes with respect ; provided that such Contracts will be terminated at the Closing) or (ii) binds the Company or any Subsidiary or subjects the Company or any Subsidiary to any such Material Contract. Truecost, correct and complete copies of liability or performance obligation, in each Material Contract have been made available to case, following the PurchasersClosing.

Contracts and Commitments. (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. (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 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 and/or any Material Subsidiary in excess Company, or the ability 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 operate 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 upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in excess any line 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, 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 to operate in any Material Subsidiary geographical area, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) relating to the borrowing of money 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 indebtedness of any person (other than the endorsement of negotiable instruments for collection in the ordinary course of business), (v) that restricts competition or pricing (including "most favored nations" or similar provisions) or (vi) between the Company 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. 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 material breach the Company Disclosure Letter, is referred to as a "MATERIAL CONTRACT," and neither the Company nor any of the Subsidiaries knows of, or in receipt has received notice of, any violation of any written claim 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) With such material default exceptions that have not had, or material breachwould not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Material Contract is valid and binding on the Company or the 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 Section 5.8 of the Plan Investor Disclosure Schedule lists the following Contracts (including all amendments, modifications and supplements thereto) to which a Plan Investor Group Member is a party as of the date hereof (each a “Plan Investor Material Contract” and collectively, the “Plan Investor Material Contracts”), in each case, other than Contracts expressly contemplated by this Agreement, Agreement or 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 involvesTransaction Documents: (i) (A) any material Contract providing for the borrowing of money or to the issuance of any note, bond, debenture or other evidence of funded indebtedness, or to mortgaging, pledging or otherwise placing a material Encumbrance on any securities or assets of any Plan Investor Group Member; (B) any Contract in the nature of a letter of credit, bankers’ acceptance and similar facilities involving any Plan Investor Group Member as an account party or beneficiary; (C) any Contract in the nature of a capital or direct financing lease that is required by IFRS to be treated as a long-term liability involving annual payments above $250,000 individually; and (D) any Contract containing material earn-out obligations or other contingent payment or contingent obligations for the deferred purchase price of property or services; (ii) any material Contract involving any guaranty by a third party of any obligation for borrowed money or other material guaranty, performance or completion bond or indemnity or surety arrangement; (iii) any license, sublicense, development, collaboration or royalty agreement or other Contract relating to the Company and/or use by any Material Subsidiary Plan Investor Group Member of any material third-party Intellectual Property (other than commercially available software or software subject to click-through or shrink-wrap agreements); (iv) any license, sublicense, development, collaboration or royalty agreement or other Contract relating to the use of any Intellectual Property of any Plan Investor Group Member by any third party (other than licenses granted to customers, resellers and distributors in the ordinary course of business) pursuant to which any Plan Investor Group Member receives annual payments above $250,000 individually; (v) any Contract binding any Plan Investor Group Member in respect of a covenant not to compete with any Person, Contracts (other than Distribution Agreements and Contracts entered into in the ordinary course of business) in which any Plan Investor Group Member grants any exclusivity or preferential right of first refusal or right of first offer to any Person or otherwise creates an exclusive relationship binding on any Plan Investor Group Member with a Person, in each case, to the extent such Contract materially restricts or limits the activities of any Plan Investor Group Member or the ability of any Plan Investor Group Member to engage or compete in any line of business or any geographic area or from developing or commercializing any pharmaceutical products; (vi) any Contract for the acquisition or disposition of any business, any merger, consolidation, plan or scheme of arrangement or reorganization, or acquisition or disposition of a material amount of stock or material portion of assets of any Person outside the ordinary course of business, or any material real property (whether by merger, sale of stock, sale of assets or otherwise) to the extent any Plan Investor Group Member has any remaining payment or indemnity obligations thereunder in excess of $3 million during 250,000 individually, in each case other than sales of inventory in the 12 month period ended on the Closing Dateordinary course of business; (Bvii) prohibiting any Contract that by its terms limits the payment of dividends or materially limiting or restricting other distributions by 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 otherwisePlan Investor; (Cviii) Indebtedness any Contract, other than a Distribution Agreement or any employment agreements, involving liabilities consideration in excess of $5 million250,000 individually, and $500,000 in aggregate for Contracts with substantially the same customer, supplier or subject matter, and which, in each case, cannot be cancelled by the applicable Plan Investor Group Member (a) without penalty or (b) with less than ninety (90) days’ notice; (Dix) Contracts with independent contractors or consultants which are not cancellable without material penalty or without more than ninety (90) days’ notice; (x) any material Contract between any directors of any Plan Investor Group Member, any Senior Officers or (in both cases) any of their Affiliates, on the one hand, and such Plan Investor Group Member or any other than arising Plan Investor Group Member, on the other hand; (xi) any material Contract, involving consideration in the Ordinary Course excess of Business$250,000 individually, and $500,000 in aggregate, that provides for any joint venture, partnership or other cooperative similar arrangement or similar arrangement any Contract, involving consideration in excess of $250,000 individually, and $500,000 in aggregate, involving a sharing of profits revenues, profits, losses, costs or otherwiseLiabilities between any Plan Investor Group Member, on the one hand, and any other Person, on the other hand excluding, in each case, (A) Distribution Agreements, (B) Contracts among Plan Investor Group Members which are directly or indirectly wholly owned by the Plan Investor and (C) any Contract that would be covered by this clause (x) solely by virtue of an obligation to pay customary royalties on account of product sales; (Exii) any “most favored nationssingle source” 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 supply Contract pursuant to which any Person has agreed to contribute capital goods or surplus materials that are material 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 Plan Investor Business are supplied to any Person or guarantee the obligations Plan Investor Group Member from an exclusive source which source cannot be replaced without a material increase in cost within ninety (90) days of any Person under any insurance contracttermination of such Contract; or (Hxiii) any material amendment, modification or supplement in respect of Contract with any Governmental Entity outside of the foregoingordinary course of business. (iib) All The Company either has been supplied with, or has been given access to, a true, correct and complete copy of the contracts, agreements, instruments all written Plan Investor Material Contracts or a summary of all oral Plan Investor Material Contracts. Except as has not had and documents would not reasonably be expected to have a Plan Investor Material Adverse Effect and except as set forth on in the attached Schedule K Plan, each Plan Investor Material Contract (eachassuming due power and authority of, a “Material Contract”and due execution and delivery by, the other party or parties thereto) are is in full force and effect and is valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, applicable Plan Investor Group Member and, to the Knowledge of Plan Investor’s Knowledge, the Companyother parties thereto, each other party thereto in accordance with their respective terms (except (A) as may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium or other similar laws affecting creditors rights). (c) Except as has not had and would not reasonably be expected to have, moratorium and other Laws individually or in the aggregate, a Plan Investor Material Adverse Effect or except as set forth on Section 5.8 of general application affecting the enforcement of creditors’ rights generallyPlan Investor Disclosure Schedule, (Bi) within the one-year period preceding the date of this Agreement, no Plan Investor Group Member has violated or breached, or committed any default in any respect under, any Plan Investor Material Contract that remains uncured as limited by Laws relating of the date hereof, and (ii) 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 ClosingPlan Investor’s Knowledge, as of the date of this Agreement, no other Person has violated or prior to such Additional Closing. Neither breached, or committed any default in any respect under, any Plan Investor Material Contract that remains uncured as of the Company nor date hereof; and (iii) as of the date of this Agreement, no event has occurred and is continuing through any Plan Investor Group Member’s actions or inactions, as applicable, that will result in a violation or breach in any respect of any of the Material Subsidiaries is in material default under or in material breach of, or in receipt provisions of any written claim of such material default or material breach, under any Plan Investor Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements Agreement or as set forth on the attached Contracts Schedule, the attached Intellectual Property Schedule, the attached Employees Schedule Kor the attached Employee Benefits 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 involves: (Aa) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan, arrangement or practice, whether formal or informal; (b) collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements; (c) management agreement, any contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis or any contract providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or any contract relating to loans to any officers, directors or Affiliates; (d) contract or agreement requiring the consent of any party thereto upon a change in control of the Company, containing any provision which would result in a modification of any rights or obligations of any party thereunder upon a change in control of the Company or which would provide any party any remedy (including rescission or liquidated damages) in the event of a change in control of the Company; (e) contract under which it has advanced or loaned monies to any other Person or otherwise agreed to advance, loan or invest any funds (other than advances to the Company’s employees in the ordinary course of business consistent with past practice); (f) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing of a Lien on any material asset or material group of assets of the Company or any of its Subsidiaries or any letter of credit arrangements; (g) guaranty of any obligation for borrowed money or otherwise (other than endorsements made for collection in the ordinary course of business); (h) lease or agreement under which the Company or any Subsidiary is lessee of, or holds or operates, any property, real or personal, owned by any other Person, except for any lease of personal property under which the aggregate annual rental payments do not exceed $25,000; (i) lease or agreement under 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 any Material Subsidiary Company; (j) license or royalty agreements; (k) third-party integration or consulting contracts involving annual consideration in excess of $3 million during the 12 month period ended on the Closing Date50,000; (Bl) prohibiting nondisclosure, noncompete or materially limiting confidentiality agreements or restricting agreements regarding ownership and rights with regard to software and documents related thereto produced by programmers or third-party contractors; (m) local service agreements (including cleaning, guard service, lawn and snow removal) and maintenance agreements (including vehicle and equipment maintenance agreements) involving annual payments in excess of $50,000; (n) contract or group of related contracts with the same party or group of affiliated parties for the purchase of raw materials, commodities, supplies, products, equipment or other personal property or for the receipt of services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (o) contract or group of related contracts with the same party or group of affiliated parties for the sale of raw materials, commodities, supplies, products or other personal property or for the furnishing of services under which the undelivered balance of such products or services due from the Company or any Material Subsidiary has a selling price in excess of $50,000; (p) other 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 or any Subsidiary upon 30 days’ or less notice without penalty or involving more than $50,000; (q) contract or group of related contracts requiring the payment of any fee, penalty or other amount by the Company or any Subsidiary in the event of any failure to perform or late performance of such contract or contracts by the Company or any Subsidiary; (r) contract relating to the marketing, sale, advertising or promotion of its products or services; (s) warranty agreement with respect to products sold or leased or services rendered or indemnity agreement with any supplier or other Person under which it is obligated to indemnify such supplier or other Person against product liability claims; (t) agreements relating to the ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments; (u) assignment, license, indemnification or other agreement with respect to any intangible property (including any Intellectual Property Rights); (v) agreement under which it has granted any Person any registration rights with respect to the Company’s securities (including demand or piggyback registration rights); (w) broker, agent, sales representative, sales or distribution agreement or agreement relating to the export and/or import of any goods or equipment; (x) power of attorney or other similar agreement or grant of agency; (y) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseworld; (Cz) Indebtedness involving liabilities other agreement which is material to its operations or business prospects or involves an annual consideration in excess of $5 million; (D) other than arising 50,000, 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. (ii) All of the contracts, agreements, agreements and instruments and documents set forth or required to be set forth on the attached Contracts Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of Company’s knowledge, against the Companyother parties thereto, each other party thereto in accordance with their respective terms (and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby, except (A) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other Laws of general application laws affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to generally and limitations on the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the remedies. The Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall its Subsidiaries have performed all obligations required to be performed by them and they are not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under 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 contract, agreement or instrument to which the Company or any Subsidiary is subject; 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 Subsidiary under any contract, agreement or instrument to which the Company or any Subsidiary is subject; neither the Company nor any Subsidiary has a present expectation or intention of not fully performing on a timely basis all such obligations required to be performed by it under any contract, agreement or instrument to which it is subject; and neither the Company nor any Subsidiary has knowledge of any breach or cancellation or anticipated cancellation by the other parties to any contract, agreement, instrument or commitment to which the Company or such Subsidiary is a party. To the Company’s knowledge, neither the Company nor any Subsidiary is a party to any contract, agreement or commitment the performance of which could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary is a party to any material contract requiring it to purchase or sell goods or services or lease property above or below (as the case may be) prevailing market prices and rates. (iii) The Purchasers’ special counsel has been supplied with a true and correct copy of each of the Material Subsidiaries under any such Material Contract. There are no outstandingwritten instruments, pendingplans, or to the Knowledge contracts and agreements and an accurate description of each of the Companyoral arrangements, threatened material disputes oral contracts and oral agreements which are referred to on the attached Contracts Schedule, 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, the Prior Purchase Agreements Agreement or as set forth on the attached Schedule KLISN Contracts Schedule, the attached LISN Intellectual Property Schedule, the attached LISN Employees Schedule, or the attached LISN Employee Benefits Schedule, neither the Company LISN 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: (Aa) payments by pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan, arrangement or practice, whether formal or informal; (b) collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (c) management agreement, contract for the Company and/or employment of any Material Subsidiary officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual cash or other compensation in excess of $3 million during 75,000 or 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; (Bd) prohibiting contract or materially limiting agreement requiring the consent of any party thereto upon a change in control of LISN or restricting such Subsidiary, containing any provision which would result in a modification of any rights or obligations of any party thereunder upon a change in control of LISN or such Subsidiary or which would provide any party any remedy (including rescission or liquidated damages) in the Company event of a change in control of LISN or such Subsidiary; (e) contract under which it has advanced or loaned monies to any other Person or otherwise agreed to advance, loan or invest any funds (other than advances to LISN's employees in the ordinary course of business consistent with past practice); (f) 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 LISN or any Material Subsidiary of its Subsidiaries or any letter of credit arrangements; (g) guaranty of any obligation for borrowed money or otherwise (other than endorsements made for collection in the ordinary course of business); (h) lease or agreement under which LISN or any of its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other Person, except for any lease of personal or real property under which the aggregate annual rental payments do not exceed $50,000; (i) lease or agreement under which LISN or any of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by LISN or such Subsidiary; (j) license or royalty agreements; (k) nondisclosure or confidentiality agreements; (l) local service agreements (including cleaning, guard service, lawn and snow removal) and maintenance agreements (including vehicle and equipment maintenance agreements) involving annual payments in excess of $50,000; (m) contract or group of related contracts with the same party or group of affiliated parties for the purchase of raw materials, commodities, supplies, products, equipment or other personal property or for the receipt of services under which the undelivered balance of such products and services has a selling price in excess of $150,000; (n) contract or group of related contracts with the same party or group of affiliated parties for the sale of raw materials, commodities, supplies, products or other personal property or for the furnishing of services under which the undelivered balance of such products or services due from LISN or any of its Subsidiaries has a selling price in excess of $750,000; (o) other 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 LISN or any of its Subsidiaries upon 30 days' or less notice without penalty or involving more than $75,000; (p) contract or group of related contracts requiring the payment of any fee, penalty or other amount by LISN or any of its Subsidiaries in the event of any failure to perform or late performance of such contract or contracts by LISN or such Subsidiary; (q) contract relating to the marketing, advertising or promotion of its products; (r) warranty agreement with respect to services provided (other than agreements containing commercially standard terms and conditions) or indemnity agreement with any supplier under which it is obligated to indemnify such supplier against product liability claims; (s) agreements relating to the ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments; (t) assignment, indemnification or other agreement with respect to any intangible property (including any Intellectual Property Rights); (u) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (v) broker, agent, sales representative, distribution agreement or agreement relating to the export and/or import of any goods or equipment; (w) power of attorney or other similar agreement or grant of agency; (x) 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 (Cy) Indebtedness involving liabilities other agreement which is material to its operations or business prospects or involves an annual consideration in excess of $5 million; (D) other than arising 250,000, 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. (ii) LISN Contracts Schedule lists each currently outstanding bid or proposal for business submitted by LISN or any of its Subsidiaries in excess of $1,000,000. (iii) All of the contracts, agreements, agreements and instruments and documents set forth or required to be set forth on the attached LISN Contracts Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, LISN (and, to the Knowledge of LISN, against the Company, each other party thereto or parties thereto) in accordance with their respective terms (except (A) in each case as limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws) and, assuming they are enforceable against the other parties thereto, shall be in full force and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered effect 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 transactions contemplated hereby. Each of LISN and its Subsidiaries has performed all material obligations required to be performed by it and is not in material default under or in material breach of, or of nor in receipt of any written claim (and to its Knowledge there are no claims) of such material default or material breach, breach under any Material Contract. No contract, agreement or instrument to which LISN or such Subsidiary is subject; 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 LISN or any of the Material its Subsidiaries under any material contract, agreement or instrument to which LISN or any of its Subsidiaries is subject; except as set forth on the attached LISN Contracts Schedule, neither LISN nor or any of its Subsidiaries has any present expectation or intention of not fully performing on a timely basis all such Material Contract. There are no outstandingobligations required to be performed by LISN or such Subsidiary under any contract, pending, agreement or instrument to the which LISN or such Subsidiary is subject; and neither LISN nor or any of its Subsidiaries has any Knowledge of any breach or cancellation or anticipated cancellation by the Company, threatened material disputes with respect other parties to any such contract, agreement, instrument or commitment to which it is a party. Neither LISN nor any of its Subsidiaries is a party to any contract, agreement or commitment the performance of which could reasonably be expected to have a Material Contract. True, correct and complete copies of each Material Contract have been Adverse Effect. (iv) LISN has made available to Orius' Shareholder Representative's special counsel a true and correct copy of each of the Purchaserswritten instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached LISN Contracts Schedule, together with all amendments, waivers or other changes thereto.

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. (ia) Except All Contracts required to be filed as expressly contemplated an exhibit to an Annual Report on Form 10-K, as provided by this AgreementRule 601 of Regulation S-K promulgated under the Exchange Act have been filed, and no such Contract has been amended or modified, except as set forth in Section 4.16(a) of the Prior Purchase Agreements or Company Disclosure Letter. All such filed Contracts shall be deemed to have been made available to Parent. (b) Other than Contracts described in Section 4.16(a), except as set forth on Section 4.16(b) of the attached Schedule KCompany Disclosure Letter, as of the date hereof neither the Company nor any of the Material its Subsidiaries is a party to to, is bound or bound by affected by, or receives any executory contractbenefits under, lease, license any Contract (or other agreement (whether written or oral) that involves:series of related Contracts): (Ai) payments by limiting the Company and/or any Material Subsidiary in excess freedom 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 of its Subsidiaries, or that after the Effective Time would have the effect of limiting in any material respect the freedom of Parent or any of its Affiliates to, engage in any line of business or competing anywhere in sell, supply or distribute any service or product (including with respect to the world pricing thereof), or providing for exclusivity to compete with any entity or to conduct business in any business linegeography, geographic area or otherwiseto hire any individual or group of individuals or that grants any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any party; (ii) except in the ordinary course of business, that (A) grants exclusive rights to any third party, including any exclusive license or supply or distribution agreement or other exclusive rights or which, pursuant to its terms, could have such effect after the Closing as a result of the consummation of the transactions contemplated hereby, (B) contains any provision that requires the purchase of all or any portion of the Company’s or any of its Subsidiaries’ requirements from any third party or (C) Indebtedness involving liabilities in excess of $5 milliongrants “most favored nation” or “best price” rights; (Diii) other than arising in the Ordinary Course of Business, involving 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 or, other than in the ordinary course of business, the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except for agreements with an outstanding principal amount not exceeding $250,000 in the aggregate for all such agreements; (Fv) other than arising in the Ordinary Course continuing severance or termination pay Liabilities related to termination of Business, material third-party administration or other insurance policy administration relating to the Insurance Contractsemployment; (Gvi) 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 of its Subsidiaries is a party that creates or surplus to grants a material Encumbrance, other than any Person Permitted Encumbrances, on properties or guarantee other assets of the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect Company 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 Subsidiaries that is material to the Company and the Company its Subsidiaries, taken as a whole); provided; (vii) for the aggregate purchase of materials, thatsupplies, goods, services, equipment or other assets that had annual payments by the Company and its Subsidiaries during the 2013 calendar year of $250,000 or more; (viii) that are material to the conduct of the business of the Company and its Subsidiaries and relate to the acquisition, transfer, licensing, development, co-development, or sharing of any Intellectual Property or any other Contract affecting the ability of the Company or any of its Subsidiaries to own, use, transfer, license, enforce, or disclose any Intellectual Property (including any assignment, license, consulting, development, indemnification, settlement, joint ownership, consent-to-use, concurrent use, standstill, Software escrow, or royalty Contracts and Contracts for Third Party Components, but excluding Off-the-Shelf Software Licenses and Form Customer Licenses) (for the avoidance of doubt, “Material Contracts” without limiting any other provision of this Agreement, all exclusive licenses of Intellectual Property granted by the Company or any of its Subsidiaries to any Person shall not include any contract that will be fully performed or satisfied as of or prior deemed to be material to the Initial Closingconduct of the business of the Company and its Subsidiaries); (ix) pursuant to which the Company or any Subsidiary of the Company has any Liabilities (whether absolute, oraccrued, if this Agreement is being executed and delivered with respect to an Additional Closingcontingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or prior any capital maintenance, keep-well or similar agreements or arrangements, except for agreements or arrangements with outstanding Liabilities of the Company or any of its Subsidiaries not exceeding $250,000 in the aggregate for all such agreements or arrangements; (x) requiring the Company and its Subsidiaries to make capital expenditures in excess of $250,000 in the aggregate for all such Additional Closingagreements; (xi) is a material Contract which provides for indemnification by the Company or its Subsidiaries of any other Person against any charge of infringement of any Intellectual Property, other than pursuant to a Form Customer License; (xii) relates to 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, in each case that is material to the Company and its Subsidiaries, taken as a whole; (xiii) relates to any hedging, derivatives or similar arrangements that are material to the Company and its Subsidiaries, taken as a whole; or (xiv) 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 of any Person or assets. (c) Each Contract described in Section 4.16(a) or set forth, or required to be set forth, on Section 4.16(b) of the Company Disclosure Letter is referred to herein as a “Company Material Contract.” As of the date hereof, the Company has heretofore provided to Parent a complete and correct copy of each Company Material Contract, including all exhibits and schedules thereto, and any amendment or modifications thereto. Neither the Company nor any of the Material its Subsidiaries is in material breach of or default under or in material breach of, or in receipt the terms of any written claim of such material default or material breach, under any Company Material Contract. No , and no event has occurred which, that with the passage notice or lapse of time or the giving of notice, or both, both would result in constitute a material default, breach or event of noncompliance, in each such case, default thereunder by the Company or any of its Subsidiaries, where such breach or default, individually or together with other such breaches or defaults, has had or would reasonably be expected to have a Company Material Adverse Effect. To the Company’s Knowledge, no other party to any Company Material Subsidiaries Contract is in breach of or default under the terms of any Company Material Contract where such breach or default, individually or together with other such breaches or defaults, has had or would reasonably be expected to have a Company Material ContractAdverse Effect. There are no outstandingAs of the date hereof, pendingeach Company Material Contract is a valid and binding obligation of the Company or a Company Subsidiary, as applicable, and is in full force and effect, except for such failures as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, subject to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct Bankruptcy and complete copies of each Material Contract have been made available to the PurchasersEquity Exception.

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. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on Schedule 3.16 or pursuant to the attached Schedule KTransactions, immediately prior to the Closing neither SHP nor, with respect to the Company nor Business, any of the Material Subsidiaries is Sunstone Parties will be a party to or to, and neither any of such Persons nor their respective assets will be bound by any executory contract, lease, license or other agreement (whether written or oral) that involvesany: (Ai) management contracts and franchise agreement in effect with respect to the hotels owned, leased or operated in the Business; (ii) documents evidencing or creating Indebtedness for borrowed money, or giving rise to a guarantee of such Indebtedness, of SHP with a remaining principal balance; (iii) partnership agreements, limited liability company agreements, joint venture agreements, joint marketing contracts or alliance contracts; (iv) leases relating to any material real or personal property leased by SHP; (v) employment agreements with the SHP Employees, any change in control, retention or severance agreement or arrangement with any SHP Employee, and all agreements pursuant to which consulting services are rendered to SHP, in each case that are likely to involve payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date50,000 per year; (Bvi) prohibiting Contracts granting any party a first-refusal, first-offer or materially limiting other right to purchase or restricting the Company or acquire any Material Subsidiary from freely engaging equity interest in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseSHP; (Cvii) Indebtedness involving liabilities Contracts between SHP and any Affiliate of SHP that would reasonably be expected to result in excess the aggregate, in payments of more than $5 million50,000 per year; (Dviii) 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 Contracts pursuant to which SHP has an obligation (contingent or otherwise) to pay 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 amounts in respect of any of the foregoing. (ii) All of the contractsindemnification obligations, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company purchase price adjustment or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto otherwise in accordance connection with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws any acquisition or disposition of general application affecting the enforcement of creditors’ rights generallyassets, (B) as limited by Laws relating to the availability of specific performancemerger, injunctive relief consolidation or other equitable remedies business combination, or (C) as would not be material to the Company and the Company Subsidiaries, taken as series or group of related transactions or events of a wholetype specified in (A) or (B); 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 ; (ix) other Contracts with respect to any such Material Contract. Truemerger, correct and complete copies or sale or acquisition of each Material Contract have been made available to the Purchasers.material assets or equity interests, that has not yet closed; (x) collective bargaining agreements;