Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, the Company is not a party to any: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock 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 compensation in excess of $140,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (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 $50,000; (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 $50,000; (ix) contract for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $150,000; (x) contract for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, the Company is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of the Company, the other party to each of the contracts listed on the Contracts Schedule in not in material default thereunder.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule, neither the Company nor any of its Subsidiaries is not a party to any: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee officer or other person employee on a full-time time, part-time, consulting or consulting other basis providing for base compensation or contract relating to loans to officers, directors or Affiliates or contract or arrangement with any Affiliate; (iii) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in excess of the aggregate exceeding $140,000 per annum; 50,000; (viv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company; Company or any of its Subsidiaries; (v) Guaranty; (vi) guaranty lease or agreement under which the Company or any of its Subsidiaries is lessee of or holds or operates any obligation property, real or personal, owned by any other party, except for borrowed money any lease of real or other guaranty of an obligation in excess of personal property under which the aggregate annual rental payments do not exceed $100,000; 50,000; (vii) lease or agreement under which it is lessee of, the Company or holds or operates any personal property owned by any other party, for which the annual rental exceeds $50,000; (viii) lease or agreement under which it of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company or any of its Subsidiaries; (ixviii) contract for or group of related contracts with the purchase same party or group of products or servicesaffiliated parties, under the performance of which the undelivered balance of such products and services has a selling price involves consideration in excess of $150,000; (x) contract for 50,000 in the sale of products Company’s fiscal year ended September 30, 2003, or services (in the Company’s current fiscal year to date, other than purchase ordersand sales orders incurred in the ordinary course of business; (ix) under assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights) which the undelivered balance of such products or services has a sale price involves consideration in excess of $150,000 50,000 in the Company’s fiscal year ended September 30, 2003, or in the Company’s current fiscal year to date; (x) agreement with a term of more than six months which is not terminable by the Company or any of its Subsidiaries upon less than 30 days’ notice without penalty and which involves consideration in excess of $50,000 in the Company’s fiscal year ended September 30, 2003, or in the Company’s current fiscal year to date; (xi) licensing agreement contract regarding voting, transfer or other contract with respect arrangements related to Company Intellectual Propertythe Company’s capital stock or warrants, including options or other rights to acquire any agreement with any current or former employee, consultant or contractor regarding of the appropriation or non-disclosure of any Company Intellectual Property, or Company’s capital stock; (xii) contract that to or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xiii) any other agreement which involves consideration in excess of $50,000 in the Company's Knowledge contains any covenant that purports ’s fiscal year ended September 30, 2003, or in the Company’s current fiscal year to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Persondate. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as All of the date hereofcontracts, leases, agreements and instruments set forth or required to be set forth on the Contracts Schedule (the “Material Contracts”) are valid, binding and enforceable against the Company and, to the Company’s Knowledge, against all other parties thereto in accordance with their respective terms and, to the Company’s Knowledge, shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the Contracts Schedule, (i) each of the Company and its Subsidiaries has performed all material obligations required to be performed by it and is not in material default under or in breach of nor in receipt of any contract listed on written claim of default or breach under any Material Contract; (ii) no event has occurred which with the Contracts Schedulepassage of time or the giving of notice or both would result in a default, and, to breach or event of noncompliance by the Company or any of its Subsidiaries under any Material Contract; (iii) neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations under Material Contracts; and (iv) the Company has no Knowledge of the Company, any breach or anticipated breach by the other party parties to each of the contracts listed on the Contracts Schedule in not in material default thereunderany Material Contract.

Contracts and Commitments. (a) Except as set forth on Schedule 3.19(a) hereto, neither the Contracts ScheduleCompany, the Company its Subsidiary nor any of their properties or other assets is not a party subject to any: : (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement covenant not to compete or other form of deferred compensation plancovenant (A) limiting or restricting the development, other than as set forth in Section 3.14 manufacture, marketing, distribution or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment sale of any officer, individual employee or other person on a full-time or consulting basis providing for base compensation in excess of $140,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (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 $50,000; (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 $50,000; (ix) contract for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $150,000; (x) contract for the sale of products or services (other than purchase orders) under which of the undelivered balance Company and its Subsidiary or any future line extension of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or into other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, forms or (xiiB) contract that to limiting or restricting the Company's Knowledge contains any covenant that purports to restrict the business activity ability of the Company or limit the freedom of the Company its Subsidiary to engage in enter into any market or line of business or to compete with any other Person; (ii) Contract that contains a “most-favored nation” or “most-favored-customer” clause; (iii) Contract with any Affiliate of the Company or its Subsidiary or any director, officer, shareholder or employee of the Company or its Subsidiary; (iv) Contract requiring expenditures or fees in excess of $50,000 in any twelve-month period; (v) continuing Contract for the future purchase or price of raw materials, supplies or equipment which involves or would reasonably be expected to involve the payment by the Company or its Subsidiary of more than $75,000 in any twelve month period; (vi) management, employment, consulting, severance, change in control or other similar type of Contract; (vii) Third Party License or Contract under which the Company or its Subsidiary is licensee or licensor of any Intellectual Property of the Company or its Subsidiary and Company Products; (viii) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument or agreement granting an Encumbrance upon any of the properties or assets of the Company or its Subsidiary; (ix) collective bargaining agreement or other Contract with any labor union or association representing employees; (x) Contract regarding the release, transportation or disposal of Hazardous Substances, or the clean-up, abatement or other action relating to Hazardous Substances or Environmental Laws; (xi) Contract establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (xii) Contract to make any capital expenditures or capital additions or improvements with commitment in excess of $20,000 in any twelve-month period or in excess of $50,000 in the aggregate over the term of such Contract; (xiii) Contract relating to the storage or warehousing of any inventory or products of the Company or its Subsidiary, or the charter or purchase of transportation or shipping services, in each case with a commitment in excess of $10,000; (xiv) guarantees or other Contracts in respect of any indebtedness of any Person; (xv) Contract providing for the indemnification by the Company or its Subsidiary of any current or former director, officer or employee of the Company or its Subsidiary (other than their respective governing documents); (xvi) Contract containing exclusivity obligations or restrictions with respect to the operation of the business of the Subsidiary that are binding on the Company or the Subsidiary and would remain binding on the Company, the Subsidiary, Parent or the Buyer or any of their respective Affiliates after the Closing; or (xvii) Settlement agreements providing for continuing obligations or restrictions binding on the Company or the Subsidiary that would be binding on the Company, the Subsidiary, Parent or the Buyer or any of their respective Affiliates after the Closing. Contracts required to be disclosed on Schedule 3.19(a) hereto pursuant to this Section 3.19(a) are hereinafter referred to as “Material Contracts.” (b) Each Material Contract that requires the consent or waiver of a third party prior to consummation of the transactions contemplated by this Agreement in order to avoid a breach or violation of, or default under, such Material Contract is identified and marked by an asterisk on Schedule 3.19 (a) hereto. Each Material Contract is a valid and binding obligation of the Company or its Subsidiary, in full force and effect and enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Except asas disclosed in Schedule 3.19(b) hereto, individually neither the Company, its Subsidiary nor, to the Company’s knowledge, any other party to any Material Contract, is in violation of or in default under any Material Contract, nor, to the aggregateCompany’s knowledge, has any event occurred or circumstance or condition exist, that (with or without notice, lapse of time or both) would not reasonably be expected to have (i) result in a Material Adverse Effect, as violation of the date hereof, the Company is not in material or default under any contract listed on Material Contract, (ii) give any party the Contracts Scheduleright to cancel or terminate or modify any Material Contract or (iii) give any party to any Material Contract the right to seek damages or other remedies. Except as set forth in Schedule 3.19(a) hereto, andthere have been no oral or written modifications, amendments or waivers with respect to the Knowledge of any of the Company, the other party to each terms of any of the contracts listed on the Contracts Schedule in not in material default thereunderMaterial Contracts.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule, and other than franchise agreements and store lease agreements (which the parties agree need not be listed on the Contracts Schedule) neither the Company nor any of its Subsidiaries is not a party to any: or bound by any written or oral: (i) Contract with any vendor involving annual consideration in the aggregate in excess of $100,000. (ii) Contract with any customer involving annual consideration in the aggregate in excess of $200,000. (iii) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for compensation (including any bonuses or other remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; (ii) bonus, pensionor severance agreements, profit sharingprograms, retirement policies or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; arrangements; (iv) contract for relating to (A) loans to officers, directors or Affiliates (other than inter-company debt among the Company and a Subsidiary or between Subsidiaries of the Company), or (B) employment of (or consulting arrangement with) any officer, individual executive officer or any other employee or other person on a full-time or consulting basis providing for base compensation in excess of consultant earning more than $140,000 150,000 per annum; year; (v) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (vi) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or group of the assets of the Company; (vi) guaranty Company or any of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; its Subsidiaries; (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 $50,000; Guaranty; (viii) lease or agreement under which it the Company or any of its Subsidiaries is lessor lessee of or permits any third party to hold holds or operate 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 exceeds payments do not exceed $50,000; 200,000; (ix) contract for contracts or agreements which involve any exclusivity, requirements clauses or similar right or obligation of any party thereto (including without limitation territorial exclusivity); (x) agreement with a term of more than six months which is not terminable by the purchase Company or any of products or services, under which the undelivered balance of such products its Subsidiaries upon less than thirty (30) days’ notice without penalty and services has involves a selling price consideration in excess of $150,000; 100,000 annually; (xxi) contract for or agreement prohibiting the sale of products Company or services the Company Subsidiaries from freely engaging in any business or competing anywhere in the world; or (xii) any other than purchase orders) under agreement which the undelivered balance of such products is material to its operations and business prospects or services has involves a sale price consideration in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person100,000 annually. (b) Except as, individually or in To the aggregate, would not reasonably be expected to have a Material Adverse Effect, as knowledge of the date hereofCompany, each of the Company and its Subsidiaries has performed all obligations required to be performed by it in all material respects and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract listed set forth on the Contracts Schedule, and, to the Knowledge of the Company, the other party to each of the contracts listed on the Contracts Schedule in not in material default thereunder.

Contracts and Commitments. (a) a. Except as expressly contemplated by this Agreement or as set forth on SCHEDULE 5J or SCHEDULE 5P as of the Contracts ScheduleClosing, the Company is not a party to any: any written or oral: (i) collective bargaining agreement pension, profit sharing, stock option, employee stock purchase or other plan providing for deferred or other compensation to employees or any other employee benefit plan, or any contract with any labor union; ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting basis providing for base compensation in excess of $140,000 per annum; other basis; (viii) contract under which the Company has advanced or loaned any amounts to any other Person; (iv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any portion material asset or material group of the assets of the Company; ; (v) guarantee of any obligation; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (vii) lease or agreement under which it the Company or any subsidiary is lessee of, of or holds or operates any personal property owned by any other party, for which the annual rental exceeds $50,000; (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 $50,000; owned by any other party; (vii) assignment, license, indemnification or agreement with respect to any intangible property (including copyright, know-how, trade secret or confidential information); (viii) warranty agreement with respect to licenses, its services rendered or its products sold or leased; (ix) contract for or agreement prohibiting it from freely engaging in any business or competing anywhere in the purchase world. b. Except as specifically noted on SCHEDULE 5J or as noted in the Financial Statements or Pre-Closing Financial Statements, (i) the Company has performed all material obligations required to be performed by it and it is not in default under or in breach of products nor in receipt of any claim of default or services, breach under any agreement or instrument to which the undelivered balance of such products and services has a selling price in excess of $150,000; Company is subject, (xii) contract for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity best knowledge and belief of the Company no event has occurred which with the passage of time or limit the freedom giving of the Company notice or both would result in a default, breach or event of noncompliance under any agreement or instrument to engage in any line of business or to compete with any Person. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, which the Company is subject, (iii) the Company has no present expectations or intention of not in material default under fully performing all such obligations, and (iv) the Company has no knowledge of any breach or anticipated breach by the other parties to any contract listed on the Contracts Schedule, and, or commitment to the Knowledge which it is a party. c. Buyer's counsel has had made available to it a true and correct copy of the Company, the other party to each of the written contracts, agreements or commitments and an accurate description of the oral contracts listed which are referred to on the Contracts Schedule SCHEDULE 5J, 5N, 5O AND 5P, together with all amendments, waivers or other changes thereto. Each contract, lease agreement or commitment referred to in not SCHEDULE 5J, 5N, 5O and 5P is valid, in material default thereunderfull force and effect and enforceable in accordance with its terms.

Contracts and Commitments. (a) Except as set forth on Section 4.8(a) of the Contracts Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is not a party to or bound by any: : (i) employment agreements or employment Contracts (other than customary employment offer letters of the Company or its Subsidiaries) with any Key Employee; (ii) collective bargaining agreement or contract other Contract with any labor union; organization, works council, union or association in respect of employees of the Company or its Subsidiaries (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; a “Collective Bargaining Agreement”); (iii) stock purchaseContract under which the Company or its Subsidiaries has borrowed any money from, stock option or similar plan; (iv) contract for the employment of issued any officernote, individual employee bond, debenture or other person on evidence of Indebtedness to, any Person, or otherwise relating to Indebtedness, or pursuant to which the Company or any of its Subsidiaries is required to advance, loan or make a full-time or consulting basis providing for base compensation capital contribution to, any Person, in each case, in excess of $140,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien 500,000 (other than a Permitted Lientrade payables incurred in the ordinary course of business and other than intercompany obligations solely between the Company or any of its Subsidiaries (other than any Joint Venture Subsidiaries); (iv) on any portion of Contract under which the assets of the Company; (vi) guaranty Company or its Subsidiaries has directly or indirectly guaranteed Indebtedness of any obligation for borrowed money or other guaranty of an obligation Person in excess of $100,000; 500,000, except for intercompany Indebtedness solely between the Company or any of its Subsidiaries (viiother than any Joint Venture Subsidiaries); (v) lease Contract or agreement under which it is lessee ofseries of related Contracts that represents the resolution, settlement, release or holds compromise of any actual or operates any personal property owned threatened Action or series of related Actions against or by any other party, the Company or its Subsidiaries that seeks or provides for which injunctive relief or will require payment by the annual rental exceeds $50,000; (viii) lease Company or agreement under which it is lessor its Subsidiaries of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $50,000; (ix) contract for the purchase of products or services, under which the undelivered balance of such products and services has a selling price consideration in excess of $150,000; 500,000 after the date of this Agreement; (xvi) contract for Contract granting a Lien upon the sale of products Company or services (other than purchase orders) under its Subsidiaries’ assets, or which the undelivered balance of such products or services has a sale price secures Indebtedness in excess of $150,000 500,000; (xivii) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement Contract with any current Top Customer or former employeeTop Supplier other than statements of work (and similar ancillary Contracts) or Contracts that are not material to the relationship with any such Top Customer or Top Supplier; (viii) Contract (A) for any joint venture, consultant stockholder, partnership, investors rights, voting rights or contractor regarding similar Contract or a limited liability company agreement (in each case, other than solely among the appropriation or non-disclosure of Company and its Subsidiaries (other than any Company Intellectual Property, Joint Venture Subsidiaries) or (xiiB) contract that relating to the Company's Knowledge contains ownership of or investments in any covenant that purports to restrict the business activity Person (other than any Joint Venture Subsidiaries) of the Company or limit the freedom material sharing of revenues, profits or expenses; (ix) Contract (A) granting exclusive rights or prohibiting or restricting the ability of the Company or its Subsidiaries to engage in any line of business business, to operate in any geographical area or to compete with any PersonPerson (excluding confidentiality and non-disclosure agreements that do not contain any restrictions other than customary confidentiality and non-disclosure obligations) or (B) containing any “most favored nation”, “right of first refusal” or “first negotiation”, “take or pay” or other guaranteed minimum purchase obligation, sale obligation or other similar provision or obligation; (x) Contract for any lease or sublease of personal property requiring payments in excess of $250,000 in any fiscal year or $1,000,000 in the aggregate, in each case that cannot be terminated on not more than 90 days’ notice without payment by the Company or any of its Subsidiaries of any termination fee or other similar penalty. (xi) Contract with any Governmental Body requiring annual payments by or to the Company or any of its Subsidiaries in excess of $500,000; (xii) Affiliate Contract; (xiii) Contract between the Company or any of its Subsidiaries (other than Private Market Connect, LLC or Synaps Loans LLC, or any of their respective Subsidiaries) on the one hand, and Private Market Connect, LLC or Synaps Loans LLC (or any of their respective Subsidiaries) on the other hand; (xiv) Contract (excluding confidentiality and non-disclosure agreements that do not contain any restrictions other than customary confidentiality and non-disclosure obligations and non-binding letters of intent) relating to the acquisition or disposition by the Company or any of its Subsidiaries of any business or a material amount of stock or assets of any other Person (whether by merger, sale of stock, sale of assets or otherwise) (A) for aggregate consideration (including any earn-out or similar consideration) in excess of $5,000,000 entered into since January 1, 2015 or (B) pursuant to which the Company or any of its Subsidiaries has any remaining obligations (other than customary confidentiality and non-disclosure obligations or customary covenants to provide reasonable access to books and records); or (xv) Contract containing commitments or obligations to enter into any agreement of the types described in this Section 4.8. (b) Except asThe Company has made available to Parent a true and correct copy of (i) each Contract set forth in, or required to be set forth in, Section 4.8(a) of the Company Disclosure Schedules and (ii) each Organizational Document of the Company and each of its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries is in material default under or breach of (or is, to the Knowledge of the Company, alleged to be in material default of or breach under), and to the Knowledge of the Company no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any material default under, or breach of, any Contract set forth in (or required to be set forth in, or entered into after the date hereof that, had it been entered into as of the date hereof would have been required to be set forth in) Section 4.8(a) of the Company Disclosure Schedule (each, a “Material Contract” and, collectively, the “Material Contracts”), except as would not have, and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, . Each Material Contract is valid and binding on the Company is not in material default under any contract listed on the Contracts Schedule, or its Subsidiary and, to the Knowledge of the Company, the each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except (x) as enforceability may be limited by the Enforceability Exceptions or (y) where such failure would not have, and would not reasonably be expected to each of have, individually or in the contracts listed on the Contracts Schedule in not in material default thereunderaggregate, a Material Adverse Effect.

Contracts and Commitments. (ai) Except as expressly permitted or contemplated by this Agreement or as set forth on the Contracts Scheduleattached Contract Schedules or disclosed in the Company's SEC Filings neither the Company, the Company Operating Partnership nor any Subsidiary is not a party to any: or bound by any written or oral: (ia) 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 or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 100,000 or contract relating to loans to officers, trustees, directors or Affiliates; (vc) contract under which the Company, the Operating Partnership or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $500,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion asset or group of the assets of the Company; , the Operating Partnership and the Subsidiaries; (vie) guaranty guarantee of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; material obligation; (viif) lease or agreement under which it the Company, the Operating Partnership or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 100,000; (viiig) lease or agreement under which it the Company, the Operating Partnership or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company, the Operating Partnership or any Subsidiary except for which service contracts entered into in the annual rental exceeds $50,000; ordinary course of business where the use and operation of such property by such third party is related to and incidental to the performance of service under such contracts; (ixh) contract for or group of related contracts with the purchase same party or group of products affiliated parties the performance of which involves payment by the Company, the Operating Partnership or services, under which the undelivered balance any Subsidiary of such products and services has a selling price consideration in excess of $150,000; 500,000 per year; (xi) contract for the sale of products assignment, license, indemnification or services agreement with respect to any material intangible property; (other than purchase ordersj) agreement under which the undelivered balance of such products or services it has a sale price granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) property service agreement providing for consideration in excess of $150,000 (xi) licensing agreement or other contract 100,000 per year with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure a term of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, the Company more than six months which is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of terminable by the Company, the Operating Partnership or any Subsidiary upon 30 days' notice or less without a material penalty; (l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (m) any other party agreement which is material to its operations and business prospects or involves a consideration in excess of $500,000 annually. (ii) All of the material contracts, agreements and instruments required to be disclosed hereunder pursuant to paragraph 4K(i) are valid, binding and enforceable in accordance with their respective terms; the Company, the Operating Partnership and each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any material contract, agreement or instrument set forth on the Contract Schedule; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company, the Operating Partnership or any Subsidiary under any material contract, agreement or instrument set forth on the Contract Schedule; neither the Company, the Operating Partnership nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; and neither the Company, the Operating Partnership nor any Subsidiary has knowledge of any breach or anticipated breach by the other parties to any contract, agreement or instrument set forth on the Contract Schedule. (iii) Lender's special counsel has had the opportunity to review a true and correct copy of each of the written instruments, plans, contracts listed on and agreements and an accurate description of each of the Contracts Schedule in not in material default thereunderoral arrangements, contracts and agreements which are required to be disclosed pursuant to Section 4I or Section 4K, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule, " or the attached "Employee Benefits Schedule," the Company is not a party to any: or bound by any written or oral: (ia) 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 or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iib) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) written contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base compensation or contract relating to loans to officers, directors or Affiliates; (c) contract under which the Company has advanced or loaned any other Person amounts in excess of the aggregate exceeding $140,000 per annum; 25,000; (vd) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company; ; (vie) guaranty guarantee of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; 5,000; (viif) lease or agreement under which it the Company is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 20,000; (viiig) lease or agreement under which it the Company is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company; (ixh) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which the undelivered balance of such products and services has a selling price involves consideration in excess of $150,000; 30,000; (xi) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (j) warranty agreement with respect to its services rendered or its products sold or leased except in the ordinary course of business; (k) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) sales, distribution or franchise agreement; (m) agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty; (n) contract for or agreement prohibiting it from freely engaging in any business or competing anywhere in the sale of products world; or (o) any other agreement which is material to its operations and business prospects or services (other than purchase orders) under which the undelivered balance of such products or services has involves a sale price consideration in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person100,000 annually. (bii) Except asAll of the contracts, individually agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. The Company has performed all material obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, agreement or instrument to which the aggregateCompany is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a material default, would breach or event of noncompliance by the Company under any contract, agreement or instrument to which the Company is subject; the Company does not reasonably be expected have any present expectation or intention of not fully performing all such obligations; the Company does not have knowledge of any breach or anticipated breach by the other parties to have any contract, agreement, instrument or commitment to which it is a Material Adverse Effect, as of the date hereof, party; and the Company is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of the Company, the other a party to each of the contracts listed on the Contracts Schedule in not in material default thereunderany materially adverse contract or commitment.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule or, in the case of paragraph (iv), below, the Employees Schedule, neither the Company nor any of its Subsidiaries is not a party to any: or bound by any written or oral: (i) Contract with any vendor involving annual consideration in the aggregate in excess of $50,000. (ii) Contract with any customer involving annual consideration in the aggregate in excess of $50,000. (iii) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for compensation (including any bonuses or other remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; (ii) bonus, pensionor severance agreements, profit sharingprograms, retirement policies or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; arrangements; (iv) contract for relating to (A) loans to officers, directors or Affiliates (other than inter-company debt among the Company and a Subsidiary or between Subsidiaries of the Company), or (B) employment of (or consulting arrangement with) any executive officer, individual Headquarter Staff or any other employee or other person on a full-time or consulting basis providing for base compensation in excess of consultant earning more than $140,000 50,000 per annum; year; (v) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $25,000; (vi) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or group of the assets of the Company; (vi) guaranty Company or any of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; its Subsidiaries; (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 $50,000; Guaranty; (viii) lease or agreement under which the Company or any of its Subsidiaries 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 $50,000 (it being agreed that any such lease disclosed on the Leased Real Property Schedule shall also be deemed disclosed herein); (ix) lease or agreement under which the Company or any of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company or any of its Subsidiaries; (ixx) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which involves consideration in the undelivered balance of such products and services has a selling price aggregate in excess of $150,000; 50,000; (xxi) contract assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights) granted or made to the Company or any of its Subsidiaries, or granted or made by the Company or any of its Subsidiaries to third parties, except licenses to the Company or any of its Subsidiaries of commercially available, unmodified, "off the shelf" software used solely for the sale Company's and its Subsidiaries' own internal use for an aggregate fee, royalty or other consideration for any such software or group of products related software licenses of no more than $50,000 annually; (xii) sales, distribution, manufacturing, supply or services franchise agreement (other than purchase ordersA) under which involves consideration in the undelivered balance of such products or services has a sale price aggregate in excess of $150,000 50,000 annually (xiother than royalties from franchisees) licensing or (B) other than franchise agreements, which involves any exclusivity, requirements clauses or similar right or obligation of any party thereto (including without limitation territorial exclusivity); (xiii) agreement with a term of more than six months which is not terminable by the Company or any of its Subsidiaries upon less than thirty (30) days' notice without penalty and involves a consideration in excess of $50,000 annually; (xiv) contract regarding voting, transfer or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that arrangements related to the Company's Knowledge contains or any covenant that purports Subsidiary's Capital Stock or warrants, options or other rights to restrict the business activity acquire any of the Company Company's or limit the freedom of any Subsidiary's Capital Stock; (xv) contract or agreement regarding any material indemnification provided to or by the Company and any if its Subsidiaries, including any contract regarding any indemnification provided with respect to engage Environmental and Safety Requirements; (xvi) other than franchise agreements, contract or agreement prohibiting it from freely engaging in any line of business or competing anywhere in the world; or (xvii) any other agreement which is material to compete with any Personits operations and business prospects or involves a consideration in excess of $50,000 annually. To the extent applicable, the contracts, leases, agreements and instruments identified on the Contracts Schedule are separately identified by type of agreement. The description of all contracts, leases, agreements and instruments identified on the Contracts Schedule clearly identify all amendments, waivers and other modifications to such agreements. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as All of the date hereofcontracts, leases, agreements and instruments set forth or required to be set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms against the Company or Subsidiary party thereto and, to the knowledge of the Company, the other parties thereto (except as enforceability may be limited by laws relating to bankruptcy, insolvency, winding-up or other similar laws affecting the enforcement of creditors' rights, and by general principles of equity). Except as set forth on the Contracts Schedule, (i) each of the Company and its Subsidiaries has performed all obligations required to be performed by it in all material respects and is not in material default under or in material breach of nor in receipt of any contract listed claim of default or breach under any contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a material default, material breach or event of material noncompliance by the Company or any of its Subsidiaries under any contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject; (iii) neither the Company nor any of its Subsidiaries has any present expectation or intention of not performing, in all material respects, all such obligations; and (iv) the Company does not have knowledge of any material breach or anticipated material breach by the other parties to any contract, lease, agreement, instrument or commitment to which they are parties. Except as set forth on the Contracts Schedule, andthere are no renegotiations of, attempts or requests to the Knowledge renegotiate or outstanding rights to renegotiate, any terms of any of the Company, agreements and instruments set forth or required to be set forth on the other party to Contracts Schedule. (c) Buyer or its special counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts listed and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached Contracts Schedule in not in material default thereunderSchedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) 4.12.1. Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule, " or the attached "Employee Benefits ------------------ ----------------- Schedule," neither the Company nor any Subsidiary is not a party to any: or bound by any -------- written or oral: (ia) 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 or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 75,000 or contract relating to loans to officers, directors or Affiliates; (vc) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Debt or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company; Company and its Subsidiaries; (vie) guaranty guarantee of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; 100,000 (viiother than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (f) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 100,000; (viiig) lease or agreement under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, for owned or controlled by the Company or any Subsidiary; (h) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which the annual rental exceeds $50,000; it has granted any Person any registration rights (ixincluding, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or any Affiliate of any officer, director, stockholder or employee; (m) contract for or agreement prohibiting it from freely engaging in any business or competing anywhere in the purchase world; (n) contract or group of products related contracts with the same party or services, under group of affiliated parties the performance of which the undelivered balance of such products and services has a selling price involves consideration in excess of $150,000200,000; (x) contract for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure a term of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of more than six months which is not terminable by the Company or limit the freedom any Subsidiary upon less than 30 days notice without penalty. 4.12.2. All of the contracts, agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms in all material respects. The Company and each Subsidiary have performed all material obligations required to engage be performed by them and are not in default under or in breach of nor in receipt of any line claim of business default or breach under any material contract, agreement or instrument to compete which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any PersonSubsidiary under any material contract, agreement or instrument to which the Company or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; and neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other parties to any material contract, agreement, instrument or commitment to which it is a party. (b) Except as, individually or in the aggregate, would not reasonably be expected to have 4.12.3. The Lender's special counsel has been supplied with a Material Adverse Effect, as true and correct copy of each of the date hereofwritten instruments, plans, contracts and agreements and an accurate description of each of the Company is not in material default under any contract listed oral arrangements, contracts and agreements which are referred to on the Contracts Schedule, andtogether with all amendments, to the Knowledge of the Company, the waivers or other party to each of the contracts listed on the Contracts Schedule in not in material default thereunderchanges thereto.

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, the Company is in SCHEDULE 2.13: (a) Sellers are not a party to any: any contract, commitment or arrangement of the type described below which would be binding on Buyer with respect to any employees of the T▇▇▇ Facility after the Closing Date, or would otherwise be applicable to or binding upon Buyer for any reason at any time after the Closing Date: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 plan or the Employee Benefits Schedule; (iii) stock purchase, stock option option, hospitalization insurance or similar plan; plan or practice, whether formal or informal, or severance agreements or arrangements; (ivii) contract with any labor union or contract for the employment of any officer, individual employee or other person Person on a full-time, part-time or consulting basis providing for base compensation in excess of $140,000 per annum; basis; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any portion of the assets of the Company; Assets; (viiv) guaranty guarantee of any obligation for borrowed money or otherwise, other guaranty than endorsements made for collection in the ordinary course of an obligation business; (v) agreement or commitment with respect to the lending or investing of funds to or in excess of $100,000; other persons or entities; (vi) license or royalty agreement; (vii) lease or agreement under which it is lessee of, of or holds or operates any personal property owned by any other party, party for which the aggregate annual rental payments to any one Person and its affiliates exceeds $50,000; 10,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Buyer hereunder); (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the aggregate annual rental exceeds $50,000; 10,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Buyer hereunder); (ix) contract or group of related contracts with the same party for the purchase or sale of products or services, services under which the undelivered balance of such products and services has a selling price in excess of $150,000; 10,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Buyer hereunder); (x) other contract for or group of related contracts with the sale same party continuing over a period of products more than six (6) months from the date or services dates thereof, not terminable by it on thirty (other 30) days' or less notice without penalties or involving more than purchase orders) under which $10,000 (except to the undelivered balance extent any of such products or services has the foregoing constitutes a sale price in excess of $150,000 Contract Right to be assumed by Buyer hereunder); (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding which prohibits it from freely engaging in business anywhere in the appropriation or non-disclosure of any Company Intellectual Property, or world; (xii) contract that relating to the Company's Knowledge contains distribution or brokerage of its products; (xiii) supply agreements or obligations undertaken by Sellers since June 30, 2002, not otherwise described in this SECTION 2.13 (except to the extent any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company foregoing constitutes a Contract Right to engage in any line of business or to compete be assumed by Buyer hereunder); or (xiv) contract with any Personofficer, director, partner, shareholder or other insider of Sellers. (b) Except asas specifically disclosed in SCHEDULE 2.13, individually since June 30, 2002, (i) to the knowledge of Sellers, no contract or in commitment material and relating primarily to the aggregateBusiness, would not reasonably the T▇▇▇ Facility or the Assets has been breached or canceled by the other party, (ii) Sellers have performed all material obligations required to be expected to have a Material Adverse Effect, as of performed by them through the date hereofof this Agreement in connection with the Business, the Company is T▇▇▇ Facility and the Assets and are not in material receipt of any written claim of default under any contract listed on lease, contract, commitment or other agreement to which any Seller is a party having an aggregate value over the Contracts Schedulelife thereof in excess of $10,000; and (iii) no event has occurred which, andwith the passage of time or the giving of notice or both, would result in a breach or default under any material lease, contract, instrument or other agreement to which any Seller is a party and which is related to the Knowledge Assets. (c) SCHEDULE 2.13 contains a list of the Companyall Contract Rights and Assumed Contracts, the and Seller has supplied Buyer with a true and correct copy of all written Assumed Contracts which are referred to on Schedule 2.13, together with all amendments, waivers or other party to each of the contracts listed on the Contracts Schedule in not in material default thereunderchanges thereto.

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, the Company is not a party to any: (i) collective bargaining agreement specifically contemplated by this Agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 3.16 or Section 3.12 of the Employee Benefits Schedule; Seller Disclosure Letter, no Acquired Company is a party to or bound by a contract, whether written or oral, of the types set forth below: (iiii) stock purchaseany contract with any labor union or any bonus, stock option profit sharing or similar plan; deferred compensation arrangement; (ivii) any contract for the employment of (i) any officer, individual officer or (ii) any employee or other person on a full-time or consulting basis providing for base whose annual compensation is in excess of $140,000 per annum; 150,000; (iii) any contract providing for the payment of material compensation or other benefits, that are material individually or in the aggregate, in the event of a sale or change in control of any of the Acquired Companies; (iv) any contract under which the Acquired Companies have advanced or loaned any other Person amounts in the aggregate exceeding $50,000, other than trade credit extended in the Ordinary Course of Business; (v) agreement or indenture any contract relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation from third parties in excess of $100,000; 250,000; (vi) any contracts with respect to the investing of funds; (vii) lease any licenses with respect to the material Business Intellectual Property of any Acquired Company, including the licensing of any such Business Intellectual Property by a third party to any Acquired Company; or agreement by an Acquired Company to a third party; (viii) any guaranty of any obligation, other than guarantees of obligations of Acquired Companies and endorsements made for collection; (ix) any contract pursuant to which any Acquired Company has retained a material liability in connection with the sale of a business or which otherwise contains any material indemnification rights that any Acquired Company has given in connection with the acquisition or sale of a business; (x) any contract under which it is lessee of, or holds or operates any Acquired Company leases any personal property owned by to or from any other partyPerson other than an Acquired Company, except for which the annual rental exceeds $50,000; (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 $50,000; (ix) contract for the purchase lease of personal property under which the aggregate annual payments do not exceed $250,000, other than in the Ordinary Course of Business; (xi) any contract for the purchase, sale, or distribution of products or services, under which for the undelivered balance furnishing of such products and services has involving a selling price sum in excess of $150,000250,000 per year; (xii) any non-competition or similar contract which purports to limit in any material respect the manner in which, or the localities in which, the businesses of the Acquired Companies is conducted in the United States, United Kingdom or Canada; or (xxiii) contract for the sale of products or services (any other contract, other than purchase orders) under which in the undelivered balance Ordinary Course of such products or services has a sale price Business that involves consideration in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person500,000 annually. (b) Except as, individually or as disclosed in Section 3.16 of the aggregate, would not reasonably be expected to have a Material Adverse EffectSeller Disclosure Letter, as of the date hereof, (i) to the Company Knowledge of Seller, no contract disclosed on Section 3.16 of the Seller Disclosure Letter has been terminated by the other party thereto, nor to the Knowledge of Seller is not such other party in material default under breach thereof, (ii) to the Knowledge of Seller, since June 30, 2001, no material customer or supplier has indicated to any contract listed on the Contracts Schedule, andAcquired Company or Seller that it shall or, to the Knowledge of Seller, intends to stop or materially decrease the Companyrate of business done with the Acquired Companies (other than in connection with annual contract bidding for the highway salt business in the Ordinary Course of Business), and (iii) no Acquired Company is in material breach of any contract required to be disclosed on Section 3.16 of the other party to Seller Disclosure Letter. (c) Section 3.16 of the Seller Disclosure Letter lists the ten largest customers and the ten largest suppliers of each of the four (4) main segments of the Acquired Companies (North America highway/chemical salt, North America general trade salt, GSL, Salt Union), and the corresponding amount of business (in dollars) for each such customer or supplier, during the 12- month period ended December 31, 2000 (it being understood that North American highway salt business referred to in Section 3.16 of the Seller Disclosure Letter is on a 2000-2001 winter season basis). (d) Seller has provided or made available to Purchaser a true and correct copy of all written contracts listed which are required to be disclosed on Section 3.16 of the Contracts Schedule in not in material default thereunderSeller Disclosure Letter.

Contracts and Commitments. (a) Except as set forth on the Contracts Scheduleattached Schedule 2.13, the Company is not a party to any: or bound by any of the following, whether written or oral: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement stock option, employee stock purchase or other form of plan or arrangement providing for deferred or other compensation plan(including any bonuses or other remuneration and whether in cash or otherwise) to employees, former employees or consultants, or any other than as set forth in Section 3.14 employee benefit plan or the Employee Benefits Schedule; (iii) stock purchasearrangement, stock option or any collective bargaining agreement or any other contract with any union, labor organization or similar plan; employee representative, or severance agreements, programs, policies or arrangements; (ivii) any contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting basis providing other basis; (iii) any contract under which the Company has advanced or loaned money to, guaranteed an amount for base compensation the benefit of or made an Investment in excess of $140,000 per annum; any other Person; (viv) any agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or group of the assets of the Company; ; (viv) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (vii) lease or agreement under pursuant to which it the Company is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 10,000; (viiivi) any lease or agreement under pursuant to which it the Company is lessor of or permits any third party to hold or operate any property, real or personal, for owned or controlled by the Company; (vii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the annual rental exceeds $50,000; (ix) contract for the purchase of products or services, under which the undelivered balance of such products and services has a selling price aggregate in excess of $150,000; 25,000 (xand not otherwise disclosed pursuant to this Section 2.13); (viii) any contract for or agreement (A) relating to the sale licensing of products any Intellectual Property Right by the Company to a third party or services by a third party to the Company (other than purchase orderslicenses for generally available commercial, unmodified, “off the shelf” Software used solely for the Company’s own internal use for an aggregate fee, royalty or other consideration for any such Software or group of related Software licenses of no more than $10,000), (B) under for any Embedded Software or (C) affecting the Company’s ability to use or enforce any Intellectual Property Right (including concurrent use agreements, settlement agreements and consent to use agreements); (ix) any contract or agreement with a term of more than six months which the undelivered balance of such products or services has a sale price is not terminable upon less than thirty (30) days’ notice without penalty and involves consideration in excess of $150,000 10,000 annually, except any contract or agreement related to Section 2.13(a)(vii); (x) any contract or agreement regarding any material indemnification provided to or by the Company; (xi) licensing any contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, granting most favored nation pricing or exclusive rights to a counterparty or requiring it to purchase all or substantially all of its requirements for a product or service from a particular Person; (xii) any material non-disclosure or confidentiality agreements (other contract than agreements with respect to Company Intellectual PropertyBuyer); (xiii) any settlement, including any conciliation or similar agreement with any current Governmental Authority or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of will require the Company to engage pay consideration after the execution date of this Agreement in excess of $10,000; or (xiv) any line other agreement which is material to its operations or business prospects. The description of business or all contracts, leases, agreements and instruments identified on Schedule 2.13 identify all amendments and other modifications to compete with any Personsuch agreements. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as Each of the date hereofcontracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.13 (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms against the Company and, to the Company’s Knowledge, the other parties thereto and is in full force and effect. Except as set forth on Schedule 2.13, (i) the Company has performed all material obligations required to be performed by it under each Material Contract and the Company (with or without the lapse of time or the giving of notice, or both) is not in material breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any contract listed on the Contracts ScheduleMaterial Contract, and(iii) no Material Contract is currently subject to or, to the Knowledge of the Company’s Knowledge, expected to be subject to cancellation or any other material modification by the other party thereto, or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (iv) the Company does not have Knowledge of any material breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) Buyer has been supplied with a true and correct copy of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts listed and agreements which are referred to on the Contracts Schedule in not in material default thereunder2.13, together with all amendments and an accurate description of any waivers or other changes thereto.

Contracts and Commitments. (ai) Except for the Investment Documents or as set forth on the attached "Contracts Schedule" or the Employee Benefits Schedule, neither the Company nor any Subsidiary is not a party to any: or bound by any written or oral: (ia) 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 or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or any severance agreement, program, policy or arrangement; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 50,000 or contract relating to loans to officers, directors or Affiliates; (vc) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000 or made any other Investment in any other Person; (d) agreement or indenture relating to Indebtedness or the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company and its Subsidiaries; (e) guarantee of any obligation (other than by the Company of a Permitted Lien) on any portion of the assets Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company; 's debts or another Subsidiary's debts); (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (viif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 100,000; (viiig) lease or agreement under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company or any Subsidiary; (ixh) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which the undelivered balance of such products and services has a selling price involves consideration in excess of $150,000; 100,000, provided that sales invoices are not required to be listed; (xi) assignment, license, indemnification or agreement with respect to any intangible property material to the operation of the Company's business (including, without limitation, any Intellectual Property Right); (j) agreement with any federal, state or local government or subdivision, agency or authority thereof; (k) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) sales, distribution or franchise agreement; (m) agreement material to the operation of the Company's business with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 90 days notice without penalty; (n) contract for or agreement prohibiting it from freely engaging in any business or competing anywhere in the sale of products world; or (o) any other agreement which is material to its operations and business prospects or services (other than purchase orders) under which the undelivered balance of such products or services has involves a sale price consideration in excess of $150,000 100,000 annually. (xiii) licensing All of the contracts, agreements and instruments set forth or required to be set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. The Company and each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any contract, agreement or other contract with respect instrument to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of which the Company or limit any Subsidiary is subject; no event has occurred which with the freedom passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any contract, agreement or instrument to engage in which the Company or any line Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of business not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other parties to compete with any Personcontract, agreement, instrument or commitment to which it is a party; and neither the Company nor any Subsidiary is a party to any materially adverse contract or commitment. (biii) Except as, individually or in the aggregate, would not reasonably be expected to have The Purchaser has been supplied with a Material Adverse Effect, as true and correct copy of each of the date hereofwritten instruments, plans, contracts and agreements and an accurate description of each of the Company is not in material default under any contract listed oral arrangements, contracts and agreements which are referred to on the Contracts Schedule, andtogether with all amendments, waivers or other changes thereto; provided that neither a list of nor copies of individual option agreements under the Company's stock option plans is required to be supplied to the Knowledge of the Company, the other party to each of the contracts listed on the Contracts Schedule in not in material default thereunderPurchaser.

Contracts and Commitments. (a1) Except as set forth on the Contracts ScheduleSchedule attached hereto, neither Seller nor any of the Company Subsidiaries is not a party to any: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock 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 compensation in excess of $140,000 per annumbasis; (viv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any material portion of the assets of the Companysuch entity's assets; (viv) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000material guaranty; (viivi) 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 $50,000; (viiivii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, personal property for which the annual rental exceeds $50,000; (ixviii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and or services has a selling purchase price in excess of $150,000100,000; (xix) contract or group of related contracts with the same party for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale sales price in excess of $150,000 100,000; or (x) contract or arrangement with any director, equityholder or other Affiliate including arrangements governing the right to use assets used in the Business; (xi) licensing confidentiality agreement restricting the Sellers or other contract with respect to Company Intellectual Property, including the Subsidiaries from disclosing any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or information (xii) confidentiality agreement with the Sellers or the Subsidiaries Known to Sellers restricting others from disclosing any information regarding the Sellers or the Subsidiaries; (xiii) non-compete agreement restricting the Sellers or the Subsidiaries from freely engaging in business anywhere in the world; (xiv) non-compete agreement with the Sellers or the Subsidiaries Known to Sellers restricting others from freely engaging in business in competition with the Sellers or the Subsidiaries anywhere in the world; (xv) power of attorney or agency agreement; (xvi) contract for contingent payments relating to acquisitions; or (xvii) other contract that remains material to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, Sellers and Subsidiaries as of the date hereof. (2) Except as set forth on the Contracts Schedule, neither Seller nor any of the Company Subsidiaries is not in material default (and no event which, with the passage of time or giving of notice, or both, would constitute a default has occurred) under any contract listed on the Contracts Schedule, and, to the Knowledge except where such default would not have a Material Adverse Effect and none of the Company, Sellers or the other party to each Subsidiaries has provided or received any written notice of any default under the contracts listed on the Contracts Schedule in not in material default thereunderLoan and Security Agreement.

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, none of the Company is not Acquired Companies is, as of the date hereof, a party to any: (i) collective bargaining agreement or contract with any labor unionagreement; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 5.14 or the Employee Benefits ScheduleDisclosure Schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, officer or individual employee or other person on a full-time or consulting full‑time basis providing for base compensation in excess of $140,000 150,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the CompanyAcquired Companies; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000material 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 $50,000100,000; (viii) lease or agreement under which it is lessor of or permits any third party third‑party to hold or operate any property, real or personal, for which the annual rental exceeds $50,000100,000; (ix) contract for other than purchase orders entered into in the purchase ordinary course of products business, any contracts with any customers or servicessuppliers of the Business, under which the undelivered balance of such products and services has a selling price in each case involving consideration in excess in excess of $150,000250,000; (x) contract for contracts pursuant to which any of the sale Acquired Companies grants to a third‑party, or a third‑party grants to any of products the Company or services (other than purchase orders) under which the undelivered balance any of such products or services has their Acquired Companies, a sale price license to any Intellectual Property, in each case involving consideration in excess of $150,000 100,000 per annum, other than (A) contracts for the license of commercially available, off‑the‑shelf software and (B) contracts for the non‑exclusive license of Intellectual Property in the ordinary course of business; (xi) licensing agreement contracts relating to the acquisition or other contract with respect to Company Intellectual Propertydisposition (whether by merger, including any agreement with any current sale of stock, sale of assets or former employee, consultant or contractor regarding the appropriation or non-disclosure otherwise) of any Company Intellectual PropertyPerson or material line of business entered into during the past three (3) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xii) contract contracts granting a power of attorney, revocable or irrevocable, to any person for any purpose other than in the ordinary course of business, (xiii) distributor or sales representative contracts that to are not terminable by an Acquired Company at will or by giving a notice of sixty (60) days or less without cost or penalty, and (xiv) contracts with the Company's Knowledge contains any covenant that purports to restrict Seller or its Affiliates (excluding the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any PersonAcquired Companies). (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as Each of the date hereofcontracts listed or required to be listed on the Contracts Schedule is in full force and effect, and is the legal, valid and binding obligation of either the Company or a Subsidiary of the Company which is not party thereto, and, to the knowledge of the Company, of the other parties thereto enforceable against each of them in accordance with its terms. Except as set forth on the Contracts Schedule, no Acquired Company is in material default under any contract listed on the Contracts Schedule, and, to the Knowledge knowledge of the Company, the other party to each of the contracts listed on the Contracts Schedule in is not in material default thereunder. To the knowledge of the Company, (i) no party to any contract listed on the Contracts Schedule has exercised any termination rights with respect thereto, and (ii) no party has given notice of any material dispute with respect to any contract listed on the Contracts Schedule. The Company has made available to the Purchaser true and correct copies of each contract listed on the Contracts Schedule, together with all amendments, modifications or supplements thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the "Contracts Schedule" attached hereto, neither the Company ------------------ Seller (with respect to the Residual Acquired Commercial Assets) nor any of the Acquired Companies is not a party to or bound by any: : (i) collective bargaining agreement or contract with any labor union; (ii) union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as set forth in Section 3.14 plan or the Employee Benefits Schedule; (iii) any stock purchase, stock option option, hospitalization insurance or similar plan; plan or practice, whether formal or informal; (ivii) contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis providing for base annual compensation in excess of $140,000 per annum; 150,000; (viii) change of control severance agreement or similar arrangement; (iv) agreement or indenture relating to the borrowing of money or other Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any of its assets; (v) contract under which the Seller or any of the Acquired Companies has advanced or loaned any other Person amounts in the aggregate exceeding $100,000, other than a Permitted Lien) on any portion trade credit extended in the Ordinary Course of the assets of the Company; Business; (vi) agreement with respect to the lending or investing of funds; (vii) guaranty of any obligation obligation, other than endorsements made for borrowed money collection and guarantees of obligations of an Acquired Company pursuant to any Lease; (viii) management, consulting, advertising, marketing, promotion, technical services, advisory or other guaranty contract or other similar arrangement relating to the design, marketing, promotion, management or operation of an obligation the Acquired Business involving payments in excess of $100,000; 200,000 per year; (viiix) outstanding powers of attorney executed on behalf of the Seller or any Acquired Company; (x) lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party, Person calling for which the annual rental exceeds payments in excess of $50,000; 100,000 annually; (viiixi) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it and calling for which payments in excess of $100,000 per year; (xii) any agreement or group of related agreements with the annual rental exceeds $50,000; (ix) contract same Person for the purchase of products or services, services under which the undelivered balance annual expense of such products and services has a selling price in excess of $150,000; (x) contract for the sale of products or services 200,000 (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement agreements with any current or former employee, independent consultant or contractor regarding employee of the appropriation Acquired Business who provides services for fees to customers of the Acquired Business (a "Consultant")); ---------- (xiii) contract or group of related contracts with the same party continuing over a period of more than six months from the date or dates thereof, not terminable by it on 180 days or less notice without penalties and involving more than $250,000; (xiv) non-disclosure competition or other, similar agreements imposing material restrictions on the ability of any Company Intellectual Property, or the Seller (xii) contract that as to the Company's Knowledge contains Acquired Business) or any covenant that purports to restrict the business activity of the Company or limit the freedom of the Acquired Company to engage conduct business anywhere in any line the world; or (xv) other agreement material to the Acquired Business (whether or not entered into in the Ordinary Course of business or to compete with any PersonBusiness). (b) Except as, individually or in the aggregate, would not reasonably be expected to have The Contracts Schedule contains a Material Adverse Effect, as complete and accurate ------------------ list of the date hereofcontracts, agreements or other arrangements with the Company is not in material default under any contract listed top twenty-five (25) customers of the Seller with respect to the Acquired Business and the Acquired Companies, with such top customers determined based upon annual revenues with respect to such customers for the fiscal year ended 1999. (c) Except as disclosed on the Contracts Schedule, and, to the Knowledge of the Company, the other party to each of the contracts listed (i) no ------------------ contract on the Contracts Schedule and no other material contract or commitment ------------------ has been materially breached or canceled by the other party and the Seller has no knowledge of any anticipated material breach by any other party to any contract set forth on the Contracts Schedule, (ii) no material customer or ------------------ material supplier has indicated in writing or, to the Seller's knowledge, orally to the Seller that it intends to stop or decrease the rate of business done with the Seller or any of the Acquired Companies (other than as a result of routine fluctuations that are customary in the Ordinary Course of Business), and no such material supplier has indicated in writing or orally that it desires to renegotiate its contract or current arrangement with the Seller or any of the Acquired Companies, (iii) the Seller and each of the Acquired Companies have performed all of the material obligations required to be performed by them in connection with material contracts (including, but not limited to, all contracts set forth on the Contracts Schedule) or commitments and are not in material default (whereby such ------------------ default is continuing and has not been cured) under or in material breach of any material contract or commitment, and no event has occurred which, with the passage of time or the giving of notice or both, would result in such a continuing material default or material breach thereunder, (iv) neither the Seller nor any of the Acquired Companies has any present expectation or intention of not fully performing any material obligation pursuant to any material contract or commitment including, without limitation, any contract set forth on the Contracts Schedule, and (v) each material agreement including, ------------------ without limitation, any contract set forth on the Contracts Schedule is legal, ------------------ valid, binding, enforceable and in full force and effect and will continue as such immediately following the consummation of the transactions contemplated hereby. (d) Except as set forth on the Contracts Schedule, the Seller has ------------------ provided the Purchaser with a true, correct, complete and accurate copy or description of all written contracts which are required to be disclosed on the Contracts Schedule, in each case together with all amendments, waivers or other ------------------ changes thereto (all of which are disclosed on the Contracts Schedule). ------------------

Contracts and Commitments. (ai) Except (i) as expressly contemplated by this Agreement (ii) as set forth on the Contracts Scheduleattached Schedule 5K - Contracts, Schedule 5Q - Employee Benefits or Schedule 5U - Real Property, (iii) for agreements which were contained in the facility files in the data room at LCA's headquarters on June 19 and 20, 1996, the originals of which will be delivered by LCA to the Company pursuant to Section 3I (the "Facility File Contracts"), (iv) agreements provided to Purchaser's special counsel through the date hereof, indices of which are attached as Schedule 5K(iv)-Supplemental Contracts and (v) for agreements which are terminable by the Company upon 90 days or less notice without penalty or not otherwise material, neither the Company nor any Subsidiary is not a party to any: or bound by any written or oral: (ia) 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 or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting basis providing for base compensation other basis (c) contract under which the Company or any Subsidiary has advanced or loaned any other Person amounts in excess of the aggregate exceeding $140,000 per annum; 50,000; (vd) agreement or indenture relating to Indebtedness (other than borrowed money) in amounts in excess of $50,000, any agreement or indenture relating to borrowed money, or the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company; Company or any Subsidiary except for, in any case, Indebtedness that will be discharged by the Existing Stockholders at the Closing; (vie) guaranty guarantee of any obligation for borrowed money obligation, other than those to be released at or other guaranty of an obligation in excess of $100,000; prior to the Closing; (viif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; ; (viiig) lease or agreement under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company or any Subsidiary; (ixh) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which the undelivered balance of such products and services has a selling price involves consideration in excess of $150,000; 50,000; (xi) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (j) any warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) distribution or franchise agreement; (m) contract for or agreement expressly prohibiting it from freely engaging in any business or competing anywhere in the sale of products or services world; or (n) any other than purchase orders) under agreement which the undelivered balance of such products or services has involves a sale price consideration in excess of $150,000 50,000 annually. (xiii) licensing agreement Those Facility File Contracts which if canceled or other contract with respect terminated could reasonably be expected to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict materially impair the business activity of the Company or limit the freedom Company's ability to provide necessary services to a significant number of its patients or hinder the Company's compliance with Legal Requirements, and all of the Company contracts, agreements and instruments set forth on Schedule 5K - Contracts, are referred to engage in any line of business or to compete with any Personcollectively as the "Applicable Contracts. (b) Except as" The Applicable Contracts are valid, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, binding and enforceable against the Company in accordance with their respective terms. The Company has performed all material obligations required to be performed by it under the Applicable Contracts and is not not, except as set forth on Schedule 5K - Contracts, in material default under or in breach of nor in receipt of any contract listed on the Contracts Schedule, and, written claim of material default or breach under any Applicable Contract; to the Knowledge Existing Stockholders' knowledge, no event has occurred which with the passage of time or the Companygiving of notice or both would result in a material default or breach by the Company or any Subsidiary under any Applicable Contract; to the Existing Stockholders' knowledge, there is no breach or anticipated breach by the other party parties to any Applicable Contract. (iii) The Purchaser's special counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts listed and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Contracts Schedule in not in material default thereunder5K - Contracts, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Item 4.10 of the Contracts Disclosure Schedule, stated as of the date of this Agreement and again as of the Closing Date, the Company is not a party to any: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement retirement, severance or other form of deferred compensation planplan or agreement, other than as set forth described in Section 3.14 4.14 of this Agreement or the Employee Benefits Scheduleitems of the Disclosure Schedule relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment or retention of or for providing severance or non-compete related payments to any officer, individual employee or other person on a full-time or consulting basis or for providing for base any compensation in excess connection with the sale of $140,000 per annumthe Company; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the CompanyCompany or letter of credit or surety bond arrangements; (vi) guaranty of any obligation for borrowed money or otherwise or other guaranty of an obligation in excess of $100,000material guaranty; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds $50,000; (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 $50,000; (ix) contract or group of related contracts with the same party or, to the Company’s Knowledge, group of related parties for the purchase of products or services, under which the undelivered balance of such products and or services has a selling price is in excess of $150,00050,000 annually; (x) contract or group of related contracts with the same party or, to the Company’s Knowledge, group of related parties for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price is in excess of $150,000 50,000 annually; (xi) licensing agreement contracts prohibiting the Company from freely engaging in business anywhere in the United States; (xii) sales, distributor or other contract franchise agreements under which annual payments made or received by the Company in fiscal 2004 are expected to exceed $50,000; (xiii) material contracts relating to the marketing, sale, advertising or promotion of its products or services; (xiv) agreements with any supplier or customer under which the Company is obligated to indemnify such supplier or customer against liability claims; (xv) agreements relating to ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments; (xvi) settlement, conciliation or similar agreements; (xvii) agreements with respect to Company Intellectual Property, including any agreement with any current the lending or former employee, consultant or contractor regarding the appropriation or non-disclosure investing of any Company Intellectual Property, funds; or (xiixviii) other contract that or agreement, whether or not made in the ordinary course of business, which is material to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom absence of the Company to engage in any line of business or to compete with any Person. (b) Except as, individually or in the aggregate, which would not reasonably be expected to have a Material Adverse Effect, as . (b) True and correct copies of all written contracts which are referred to on Item 4.10 of the date hereofDisclosure Schedule, together with all material amendments, waivers or other changes thereto have been made available to Parent. Each oral contract of the type that would be required to be disclosed in Section 4.10(a) above is described on Item 4.10 of the Disclosure Schedule. The Company has provided Parent with complete and accurate copies of the Company Articles of Incorporation and the Company Bylaws. (c) All of the contracts, agreements and instruments set forth on Item 4.10 of the Disclosure Schedule are, to the Company’s Knowledge, valid, binding and enforceable in accordance with their respective terms as against the counterparties thereto, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and as limited by general principles of equity that restrict the availability of equitable remedies. The Company has performed all obligations required to be performed by it and is not in material default under any contract listed contract, agreement or instrument set forth on Item 4.10 of the Contracts Disclosure Schedule. No event has occurred which with the passage of time or the giving of notice or both would reasonably be expected to result in a material default, andbreach or event of noncompliance by the Company or, to the Knowledge Company’s Knowledge, any other party under any such contract, agreement or instrument. Except as set forth on Item 4.10 of the Disclosure Schedule, (i) the Company has not received written notice of the intention of any party to cancel or terminate any contract, agreement or instrument required to be set forth on Item 4.10 of the Disclosure Schedule; and (ii) to the Company’s Knowledge, there has not been any breach or anticipated breach by the other party parties to each of the contracts listed on the Contracts Schedule in not in material default thereunderany such contract, agreement or instrument.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule, " or the attached "Employee Benefits ------------------ ----------------- Schedule," neither the Company nor any Subsidiary is not a party to any: or bound by any -------- written or oral: (ia) 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 or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 75,000 or contract relating to loans to officers, directors or Affiliates; (vc) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Debt or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company; Company and its Subsidiaries; (vie) guaranty guarantee of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; 100,000 (viiother than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (f) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 100,000; (viiig) lease or agreement under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, for owned or controlled by the Company or any Subsidiary; (h) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which the annual rental exceeds $50,000; it has granted any Person any registration rights (ixincluding, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or any Affiliate of any officer, director, stockholder or employee; (m) contract for or agreement prohibiting it from freely engaging in any business or competing anywhere in the purchase world; or (n) contract or group of products related contracts with the same party or services, under group of affiliated parties the performance of which the undelivered balance of such products and services has a selling price involves consideration in excess of $150,000200,000; (x) contract for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure a term of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of more than six months which is not terminable by the Company or limit the freedom of the Company to engage in any line of business or to compete with any PersonSubsidiary upon less than 30 days notice without penalty. (bii) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as All of the date hereofcontracts, the Company is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of the Company, the other party to each of the contracts listed agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with ------------------ their respective terms in all material respects. The Company and each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any material default thereundercontract, agreement or instrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to which the Company or any Subsidiary is subject and; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other parties to any material contract, agreement, instrument or commitment to which it is a party.

Contracts and Commitments. (a) Except as set forth on contemplated by this Agreement or entered into subsequent to the Contracts Scheduledate hereof in accordance with Section 5.1, neither Company, nor any of the Company Subsidiaries, is not a party to any: or bound by any oral or written contract, obligation or commitment of any type in any of the following categories: (i) collective bargaining agreement agreements or contract arrangements that contain severance pay, understandings with any labor union; (ii) bonusrespect to tax arrangements, pensionunderstandings with respect to expatriate benefits, or post-employment liabilities or obligations, sales-based bonus or other bonus arrangements, profit sharing, retirement or other form of deferred compensation planloss sharing, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock option, stock purchase, stock option appreciation, deferred compensation or similar plan; other plan or arrangement for the benefit of its current or former directors, officers, employees or independent contractors; (ii) agreements or plans under which benefits will be increased or accelerated by the occurrence of any of the 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 or any Ancillary Agreement; (iii) agreements, contracts or commitments currently in force relating to the disposition or acquisition of assets, equity interests or a business 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, under which the aggregate payments for the past 12 months exceeded $500,000 (or $100,000 with respect to any operating facility, operation or business operated by any Company Subsidiary), which are with sole or single source suppliers; (v) guarantees or other agreements, contracts or commitments under which Company or any of the Company Subsidiaries is absolutely or contingently liable for (A) the performance of any other person, firm or corporation, (B) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation, or (C) indemnification obligations to employees, officers and directors or any such agreement as described in items (A) through (C) where such obligation has been guaranteed by any affiliate of Company; (vi) any management agreements, any partnership agreements and operating agreements of Company and Company Subsidiaries; (vii) any acquisition agreements of Company and any Company Subsidiaries relating to the direct or indirect purchase of more than a ten percent interest in an entity that operates an ambulatory surgery center (and all material ancillary agreements relating thereto); (viii) agreements providing for (A) indemnification obligations owed by Company or any Company Subsidiary, (B) purchase price adjustment or (C) other post-closing, post-execution or other contingent liabilities in connection with any (X) acquisition, disposition or issuance of assets or securities, (Y) merger, consolidation or other business combination or (Z) series or group of related transactions or events of the type specified in clauses (X) and (Y); (ix) any loan agreements by Company and Company Subsidiaries with any employees of Company or any employees of Company Subsidiaries; (x) powers of attorney authorizing the incurrence of a material obligation on the part of Company or the Company Subsidiaries; (xi) agreements, contracts or commitments which limit or restrict (A) where Company or any of the Company Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which they may engage, or (C) any acquisition of assets or stock (tangible or intangible) by Company or any of the Company Subsidiaries; (xii) agreements, contracts or commitments with respect to a change of control of Company or any of the Company Subsidiaries (other than Company Employee Benefit Plans); (xiii) agreements, contracts or commitments for the borrowing or lending of money, or the availability of credit, or notes, bonds or similar instruments (except credit extended by Company or any of the Company Subsidiaries to customers in the ordinary course of business and consistent with past practice); (xiv) any hedging, option, derivative or other similar transaction and any foreign exchange position or contract for the employment exchange of currency; (xv) any officercapital lease entered into by Company or any Company Subsidiary; (xvi) agreements with a physician who owns an equity interest in, individual employee or other refers patients to, one of the Company Subsidiaries that operates an ambulatory surgery center; (xvii) any management or similar agreement with any health care facility whether or not owned or operated by Company or any Company Subsidiary; and (xviii) any consulting contract with any person on a full-time or consulting basis providing for base compensation entity involving annual payments in excess of $140,000 per annum; (v) 50,000. Each contract, agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion commitment of the assets of the Company; type described in this Section 3.12 together with Real Property Leases (vias defined below) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (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 $50,000; (viii) lease or agreement under which it is lessor of or permits any third party referred to hold or operate any property, real or personal, for which the annual rental exceeds $50,000; (ix) contract for the purchase of products or services, under which the undelivered balance of such products and services has herein as a selling price in excess of $150,000; (x) contract for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to “Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any PersonContract.” (b) Except asNeither Company nor any of the Company Subsidiaries, individually nor to the knowledge of Company any other party to a Company Contract, has materially breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under (nor does there exist any condition under which, with the passage of time or the giving of notice or both, could reasonably be expected to cause such a breach, violation or default under), any Company Contract. (c) Each Company Contract is a valid, binding and enforceable obligation of Company or a Company Subsidiary, as applicable, and to the knowledge of Company, of the other party or parties thereto, in accordance with its terms, and in full force and effect, except where the aggregatefailure to be valid, would binding, enforceable and in full force and effect has not had, or could not reasonably be expected to have have, a Company Material Adverse EffectEffect and to the extent enforcement may be limited by applicable bankruptcy, as insolvency, moratorium or other laws affecting the enforcement of the date hereofcreditors’ rights governing or by general principles of equity. (d) Company has made available a true, the accurate and complete copy of each Company is not in material default under Contract to Parent and a summary of any oral contract listed on the Contracts Schedule, and, Schedule 3.12 to the Knowledge of the Company, the other party to each of the contracts listed on the Contracts Schedule in not in material default thereunderCompany Disclosure Statement.

Contracts and Commitments. (ai) Except as disclosed in the VitalStream Securities and Exchange Commission Reports, as expressly contemplated by this Agreement or as set forth on the Contracts Schedulein SCHEDULE 4(l) attached hereto, the Company neither VitalStream nor any VitalStream Subsidiary is not a party to any: or bound by any written or oral: (iA) 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 or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivB) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 75,000 or contract relating to loans to officers, directors or Affiliates (vunless terminable at will without severance obligations); (C) contract or agreement with any Governmental Entity entered into outside the Ordinary Course of Business; (D) contract under which VitalStream or any VitalStream Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $10,000; (E) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company; VitalStream or any VitalStream Subsidiary; (viF) guaranty Guarantee of any obligation for borrowed money Liability of any Person; (G) settlement, conciliation or other guaranty of an obligation in excess of $100,000; similar agreement under which such party has any future obligations or Liability; (viiH) lease or agreement under which it VitalStream or any VitalStream Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 25,000; (viiiI) lease or agreement under which it VitalStream or any VitalStream Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $50,000; owned or controlled by VitalStream or any VitalStream Subsidiary; (ixJ) contract for or group of related contracts with the purchase same party or group of products Affiliated parties the performance of which involves the payment by VitalStream or services, under which the undelivered balance any VitalStream Subsidiary of such products and services has a selling price consideration in excess of $150,00025,000; annually; (xK) contract for 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 products the Acquired Assets); (N) agreement relating to any Investment; (O) contract or services agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (P) any other than purchase orders) under agreement which is material to the undelivered balance operation of such products its Hosting Business or services has business prospects or involves a sale price consideration in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person25,000; annually. (bii) Except asAll of the contracts, individually agreements and instruments set forth in SCHEDULE 4(l) attached hereto (the "VITALSTREAM MATERIAL CONTRACTS") are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors' rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). Except as set forth on SCHEDULE 4(l)(ii) attached hereto, VitalStream and each VitalStream Subsidiary has performed all material obligations required to be performed by it under the aggregate, would not reasonably be expected to have a VitalStream Material Adverse Effect, as of the date hereof, the Company Contracts and is not in material default under or in breach of nor in receipt of any contract listed on claim of default or breach under any VitalStream Material Contracts; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by VitalStream or any of the 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 Contracts. (iii) Other than VitalStream Material Contracts Schedule, and, included as exhibits to the Knowledge VitalStream Securities and Exchange Commission Reports, Hosting has been supplied with a true and correct copy of the Company, the other party to each of the contracts listed on written VitalStream Material Contracts, together with all amendments, waivers or other changes thereto, and an accurate description of each of the Contracts Schedule in not in material default thereunderoral VitalStream Material Contracts.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule, the Company is not a party to any: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 100,000 or contract relating to loans to officers, directors or Affiliates; (viii) contract under which the Company has advanced or loaned any other Person amounts in the aggregate exceeding $75,000; (iv) agreement or indenture relating to the borrowing of borrowed money or to other indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company; ; (v) Guarantee; (vi) guaranty lease or agreement under which the Company is lessee of or holds or operates any obligation property, real or personal, owned by any other party, except for borrowed money any lease of real or other guaranty of an obligation in excess of personal property under which the aggregate annual rental payments do not exceed $100,000; ; (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 $50,000; (viii) lease or agreement under which it Company is 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 real or personal property under which the aggregate annual rental exceeds payments do not exceed 100,000; (viii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; 100,000 annually, other than purchase and sales orders incurred in the ordinary course of business; (ix) contract for or other arrangement pursuant to which the purchase Company has agreed to pay any portion of the Unpaid Compensation to any other Person; (x) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (xi) warranty agreement with respect to its services rendered or its products sold or services, leased; (xii) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) sales, distribution or franchise agreement; (xiv) agreement with a term of more than six months which is not terminable by the undelivered balance of such products Company upon less than 60 days' notice without penalty and services has involves a selling price consideration in excess of $150,000; 100,000 annually; (xxv) contract for or agreement prohibiting it from freely engaging in any business or competing anywhere in the sale of products world; or (xvi) any other agreement which is material to its operations and business prospects or services (other than purchase orders) under which the undelivered balance of such products or services has involves a sale price consideration in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person100,000 annually. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as All of the date hereofcontracts, leases, agreements and instruments set forth on the Company is not Contracts Schedule are valid, binding and enforceable in material default under any contract listed accordance with their respective terms subject to the effects of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws now or hereafter in effect relating to creditors' rights generally or (ii) general principles of equity. Except as set forth on the Contracts Schedule, and(i) the Company has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, lease, agreement or instrument to which the Company is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any contract, lease, agreement or instrument to which the Company is subject; (iii) the Company does not have any present expectation or intention of not fully performing all such obligations; and (iv) to the Knowledge of the Company's knowledge, there has been no breach or anticipated breach by the other party parties to each of any contract, lease, agreement, instrument or commitment to which the contracts listed on the Contracts Schedule in not in material default thereunderCompany is a party.

Contracts and Commitments. (a) Except To the Knowledge of Sellers and/or the Company, except as set forth on the attached Contracts Schedule, the Company is not a party to any: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase, bonus or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or other person Person on a fullfull time, part-time time, consulting or consulting other basis providing for base compensation in excess of $140,000 per annum; or relating to loans to officers, directors, managers or Affiliates; (viii) contract under which the Company has made advances or loans to any other Person; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion asset or group of the assets of the Company and/or the equity securities of the Company; ; (v) guaranty, performance bond or similar agreement; (vi) guaranty lease or agreement under which the Company is lessee of or holds or operates any obligation property, real or personal, owned by any other party, except for borrowed money any lease of real or other guaranty of an obligation in excess of personal property under which the aggregate annual rental payments do not exceed $100,000; 15,000; (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 $50,000; (viii) lease or agreement under which it Company is lessor of or permits any third third-party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company; (ixviii) contract for or group of related contracts with the purchase same party or group of products or services, under Affiliated parties the performance of which involves consideration in the undelivered balance of such products and services has a selling price aggregate in excess of $150,000; 50,000; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (x) contract for warranty agreement with respect to its services rendered or its products sold or leased; (xi) sales or franchise agreement; (xii) advertising, vendor rebate or product purchase or sale discount agreement; (xiii) agreement with a term of more than six months which is not terminable by the sale of products or services (other Company upon less than purchase orders) under which the undelivered balance of such products or services has 30 days’ notice without penalty and involves a sale price consideration in excess of $150,000 50,000 annually; (xixiv) licensing agreement contract regarding voting, transfer or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that arrangements related to the Company's Knowledge contains ’s securities, capital stock, equity interests or warrants, options or other rights to acquire any covenant that purports to restrict the business activity of the Company Company’s securities; (xv) contract or limit agreement prohibiting it from freely engaging in any business or competing anywhere in the freedom of world or requiring it to exclusively purchase or sell products or services to a third-party; (xvi) any contract or agreement requiring the Company to engage pay any Person based on a percentage of revenue, profit and/or business generated by the Company; or (xvii) any other agreement which is material to its operations and business prospects or involves a potential consideration in excess of $50,000 annually or in excess of $100,000 at any line of business or to compete with any Persontime. (b) Except asTo the Knowledge of Sellers and/or the Company, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as all of the date hereofcontracts, leases, agreements and instruments set forth or required to be set forth on the Company is not Contracts Schedule (the “Material Contracts”) are valid, binding and enforceable in material default under any contract listed 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. To the Knowledge of Sellers and/or the Company, except as set forth on the Contracts Schedule, and(i) the Company has performed all material obligations required to be performed by it and is not in default under or in breach of nor in receipt of any written claim of default or breach under any Material Contract, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any Material Contract, (iii) the Company does not have any present expectation or intention of not fully performing all such obligations, (iv) neither the Company nor Sellers has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. For purposes of this Section 5.12(b)(iv), the Knowledge of Sellers and the Company, Company is defined as the other party to each actual knowledge of the contracts listed on Sellers and the Contracts Schedule in not in material default thereunderCompany with no reasonable inquiry required.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the Contracts Scheduleattached CONTRACTS SCHEDULE, the Company Seller is not a party to any: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base compensation or relating to loans to officers, directors or Affiliates; (iii) contract under which Seller has advanced or loaned any other Person amounts in excess of the aggregate exceeding $140,000 per annum; 10,000; (viv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company; Purchased Asset or Assumed Liability; (v) Guaranty, performance bond or similar agreement; (vi) guaranty lease or agreement under which Seller is lessee of or holds or operates any obligation property, real or personal, owned by any other party, except for borrowed money any lease of real or other guaranty of an obligation in excess of personal property under which the aggregate annual rental payments do not exceed $100,000; 10,000; (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 $50,000; (viii) lease or agreement under which it Seller is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $50,000; owned or controlled by Seller; (ixviii) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which involves consideration in the undelivered balance of such products and services has a selling price aggregate in excess of $150,000; 10,000; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (x) contract for the sale of warranty agreement with respect to its services rendered or its products sold or services leased; (other than purchase ordersxi) agreement under which the undelivered balance it has granted any Person any registration rights (including demand or piggyback registration rights); (xii) sales, distribution, supply or franchise agreement; (xiii) agreement with a term of such products or services has more than six months which is not terminable by Seller upon less than 30 days' notice without penalty and involves a sale price consideration in excess of $150,000 10,000 annually; (xixiv) licensing agreement contract regarding voting, transfer or other contract with respect arrangements related to Company Intellectual PropertySeller's capital stock or warrants, including options or other rights to acquire any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or Seller's capital stock; (xiixv) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage agreement prohibiting it from freely engaging in any line of business or competing anywhere in the world; or (xvi) any other agreement which is material to compete with any Personits operations and business prospects or involves a consideration in excess of $25,000 annually. (b) All of the contracts, leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable 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 asas set forth on the CONTRACTS SCHEDULE, individually (i) Seller has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, lease, agreement or instrument to which Seller is subject; (ii) no event has occurred which with the aggregatepassage of time or the giving of notice or both would result in a default, would breach or event of noncompliance by Seller under any contract, lease, agreement or instrument to which Seller is subject; (iii) Seller does not have any present expectation or intention of not fully performing all such obligations; (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and (v) none of the Seller Parties has knowledge of any breach or anticipated breach by the other parties to any contract, lease, agreement, instrument or commitment to which they are parties. Seller is not a party to any contract, agreement or commitment the performance of which could reasonably be expected to have a Material Adverse Effect, as . (c) Buyer's counsel has been supplied with a true and correct copy of the date hereof, the Company is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of the Company, the other party to each of the written instruments, plans, contracts listed and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Contracts Schedule attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto. (d) Seller has either completed work assignments with System Owners within the time specified by System Owners or reached mutually satisfactory arrangements regarding work performance to specified time schedules without penalty to Seller. (e) Seller is not required to have retainages withheld under existing contracts with System Owners other than that certain Agreement for Construction of Cable Television System dated as of January 1, 1998, between Time Warner Entertainment - Advance/▇▇▇▇▇▇▇▇ Partnership and Communicor Corporation, for which Seller has posted a bond in not in material default thereunderlieu of retainage.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts ScheduleSchedule 6P, none of the Company or any of its Subsidiaries is not a party to any: or bound by any written or oral: (ia) 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; (b) collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iic) bonus, pension, profit sharing, retirement management agreement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis (i) providing for base annual cash or other compensation in excess of $140,000 per annum; 10,000, (vii) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or (iii) 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; (d) contract or agreement involving any Governmental Entity; (e) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company; Company (vior any of its Subsidiaries) guaranty or any letter of any obligation credit arrangements; (f) Guarantee, other than endorsements made for borrowed money collection in the ordinary course of business or other guaranty of an obligation in excess of $100,000; the Manc▇▇▇ ▇▇▇rantee; (viig) lease or agreement under which it the Company or any of its Subsidiaries is (i) lessee of, of or holds or operates any personal property property, owned by any other party, except for any lease of personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 25,000 or (viiiii) 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 owned or controlled by the annual rental exceeds $50,000; Company or any of its Subsidiaries; (ixh) contract or group of related contracts with the same party or group of affiliated parties for the purchase or sale of products raw materials, commodities, supplies, products, equipment or services, other personal property or services under which the undelivered balance since December 31, 1999 of such products and services has a selling price in excess of $150,000; 25,000; (xi) 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 of its Subsidiaries upon 30 days' or less notice without penalty or involving more than $25,000; (j) contract for relating to the sale marketing, sale, advertising or promotion of products its products; (k) agreements relating to the ownership of, investments in or services loans and advances to any Person, including investments in joint ventures and minority equity investments; (l) license, royalty, indemnification or other agreement with respect to any intangible property (including any Intellectual Property Rights); (m) broker, agent, sales representative, sales or distribution agreement; (n) power of attorney or other similar agreement or grant of agency; (o) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, including any nondisclosure or confidentiality agreements; (p) contract or agreement containing a change of control provision or other provision requiring the payment of severance other than purchase ordersthe Phantom Plan and the Stock Option Plan; or (q) under other agreement which the undelivered balance of such products or services has involves a sale price consideration in excess of $150,000 100,000 annually, whether or not in the ordinary course of business. (xiii) licensing agreement All of the contracts, agreements and instruments set forth or required to be set forth on the attached Contracts Schedule 6P (the "Material Contracts") are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (x) applicable insolvency, bankruptcy, reorganization, moratorium or other contract similar laws affecting creditors' rights generally and (y) applicable equitable principles (whether considered in a proceeding at law or in equity). Each of the Material Contracts shall be in full force and effect without penalty in accordance with respect its terms upon consummation of the transactions contemplated hereby. Each of the Company and its Subsidiaries has performed all obligations required to Company Intellectual Property, including any agreement with any current be performed by it and is not in default under or former employee, consultant or contractor regarding the appropriation or non-disclosure in breach of nor in receipt of any claim of default or 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 default, breach or event of noncompliance by the Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of its Subsidiaries under any Material Contract; and none of the Company or limit any of its Subsidiaries has any knowledge of any breach or cancellation or anticipated breach or cancellation by the freedom of the Company other parties to engage in any line of business or Material Contract to compete with any Personwhich they are parties. (biii) Except asThe Purchaser has been supplied with a true and correct copy of each written Material Contract, individually together with all amendments, waivers or in the aggregateother changes thereto (all of which amendments, would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, the Company is not in material default under any contract listed waivers or other changes thereto are described on the Contracts Schedule, and, to the Knowledge of the Company, the other party to each of the contracts listed on the attached Contracts Schedule in not in material default thereunder6P).

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule, " or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is not a party to any: or bound by any written or oral: (ia) 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 or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 100,000 or contract relating to loans to officers, directors or Affiliates which, in the aggregate, exceed $50,000; (vc) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company; Company and its Subsidiaries; (vie) guaranty guarantee of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; 25,000 (viiother than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (f) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; ; (viiig) other than as set forth on the Assets Schedule, lease or agreement under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company or any Subsidiary; (ixh) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which the undelivered balance of such products and services has a selling price involves consideration in excess of $150,000; 100,00 per annum; (xi) contract for the sale of products assignment, license, indemnification or services agreement with respect to any intangible property (other than purchase ordersincluding, without limitation, any Intellectual Property Rights) under which the undelivered balance of such products or services has having a sale price value in excess of $150,000 50,000; (xij) licensing agreement or other contract express warranties with respect to Company Intellectual Propertyits services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including, including any agreement with any current without limitation, demand and piggyback registration rights); (l) sales, distribution or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or franchise agreement; (xiim) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage agreement prohibiting it from freely engaging in any line of business or competing anywhere in the world; or (n) any other agreement which is material to compete with any Personits operations and business prospects and involves a consideration in excess of $50,000 annually. (bii) Except asAll of the contracts, individually agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. The Company and each Subsidiary have performed all obligations required to be performed by them under the contracts, agreements and instruments listed on the Contracts Schedule and are not in default under or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as breach of the date hereof, the Company is not nor in material receipt of any claim of default or breach under any contract contract, agreement or instrument listed on the Contracts Schedule; no event has occurred which with the passage of time or the giving of notice or both would result in a default, andbreach or event of noncompliance by the Company or any Subsidiary under any contract, agreement or instrument to which the Knowledge Company or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; and neither the Company, Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other party parties to each of the contracts any contract, agreement, instrument or commitment listed on the Contracts Schedule. (iii) The Contracts Schedule shall list each Burger King Franchise Agreement and shall disclose the termination date of each such agreement. The Company has neither any knowledge nor any reason to believe that any franchise agreement terminating within five years after the date of this Agreement will not, if so requested by the Company, be renewed on substantially similar terms and without a cost per restaurant in not excess of $40,000 for the successor franchise fee payable to Burger King Corporation in material default thereunderconnection with such renewal. (iv) The Company has made available to the Investors' special counsel a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Contracts Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on the Contracts ScheduleSchedule 3.9(a), the Company is not a party to any: or bound by any written, or to the Company's knowledge, oral agreements, in effect as of the date of this Agreement and creating any legally binding right(s) or obligation(s) of the Company: (i) collective bargaining agreement profit sharing, option, profits interests, restricted unit, incentive equity, employee equity purchase, bonus or contract with any labor union; other plan or Contract providing for equity or equity-based compensation to current or former employees or other individual service providers; (ii) bonusContract providing for (A) the employment, pension, profit sharing, retirement retainer or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment engagement of any former (to the extent of any ongoing Liability) or current director, officer, individual individual, employee or other person Person on a full-time time, part-time, consulting, independent contractor or consulting other basis providing for base (x) with annual compensation in excess of $140,000 per annum; 125,000 or (y) that are not terminable upon thirty (30) days' notice or less without any liability to the Company, (B) retention, change of control, severance or other termination payments or benefits, or (C) loans to former or current equityholders, members, officers, directors, managers, employees, partners or Affiliates; (iii) except for those on the standard form agreement provided to certain employees and independent contractors (which form was made available to Buyer) ("Form IP Agreements"), Contract that is a proprietary information and inventions assignment agreement, employee or independent contractor restrictive covenant agreement, or any other ancillary employment agreement; (iv) Contract under which the Company has advanced or loaned any other Person amounts in the aggregate exceeding $50,000 or Contract under which any Person would be deemed to have Indebtedness to the Company in amounts in the aggregate exceeding $50,000; (v) agreement Contract or indenture relating to Indebtedness or the borrowing of money or to mortgaging, pledging or otherwise placing a Lien an Encumbrance (other than a Permitted LienEncumbrance) on any portion of the assets asset(s) or property(ies) of the Company; ; (vi) guaranty lease or agreement under which the Company is lessee of or holds or operates any obligation property, real or personal, owned by any other party, except for borrowed money any lease of real or other guaranty of an obligation in excess of personal property under which the aggregate annual rental payments do not exceed $100,000; ; (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 $50,000; (viii) lease or agreement under which it Company is 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 real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 25,000; (viii) Contract or group of related Contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $500,000; (ix) contract Contracts that relate to Intellectual Property Rights (including any licensing of or granting rights to Intellectual Property Rights by the Company to any Person or by any Person to the Company) and any other contracts affecting the Company's ability to own, use, transfer, license, disclose or enforce any Intellectual Property Rights (or any assignment, license, royalty, development (and co-development), acquisition or divestiture agreements, concurrent use, settlement, consent to use, covenant not to ▇▇▇, software escrow and indemnification agreements relating to any Intellectual Property Rights, in each case other than any Off-the-Shelf Software Licenses) (collectively, "IP Agreements"); (x) warranty agreement with respect to its services rendered or its products sold or leased, other than any warranty provided in the Ordinary Course of Business; (xi) Contract with a term of more than twelve (12) months which is not terminable by the Company upon less than sixty (60) days' notice without a penalty (other than Contracts calling for payments of less than $100,000 per year); (xii) Contract with a Material Customer; (xiii) Contract with a Material Supplier; (xiv) CBA; (xv) Contract for the purchase employment or engagement of products any director, officer, employee or services, under which the undelivered balance of such products and services has a selling price independent contractor providing for annual compensation in excess of $150,000; ; (xxvi) contract for indemnification, "change of control," retention, severance, restrictive covenant, proprietary information or inventions assignment with any director, officer, employee or independent contractor; (xvii) settlement, conciliation or similar agreement; (xviii) Government Contract, the sale performance of products or services (other than purchase orders) under which involves consideration in the undelivered balance of such products or services has a sale price aggregate in excess of $150,000 100,000; (xixix) licensing agreement sales representative, commission or similar agreement; (xx) Contract under which pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other third parties (including any contract containing "most favored nation" or "tracking customer" or "best pricing" provisions), disclosure of company cost data or comparable pricing data, exclusive sales, distribution, marketing or other contract with respect to Company Intellectual Propertyexclusive rights, including any agreement with any current rights of refusal or former employee, consultant rights of first negotiation are granted or contractor regarding the appropriation received; (xxi) Contract which provides for or non-disclosure of any Company Intellectual Property, otherwise includes a minimum volume or purchase requirement or similar obligation or arrangement; or (xiixxii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of Contract prohibiting or restricting the Company or limit the freedom of the Company to engage from freely engaging in any line of business or to compete with any Personcompeting anywhere in the world. (b) All of the Contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 3.9(a) (collectively, together with the Form IP Agreements, the "Material Contracts") are valid, binding and enforceable in accordance with their respective terms, in each case, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of Law governing specific performance, injunctive relief or other equitable remedies. Except asas set forth on Schedule 3.9(b), individually (i) the Company has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any Material Contract to which it is subject, (ii) to the aggregateCompany's knowledge, no event has occurred which with the passage of time or the giving of notice or both would not reasonably be expected result in a material default, breach or event of noncompliance under any Material Contract to have a which it is subject, (iii) to the Company's knowledge, no Material Adverse Effect, as of the date hereof, Contract by which the Company is not bound is currently subject to cancellation or any other modification by the other party(ies) thereto or is subject to any penalty, right of set-off or other charge by the other party(ies) thereto for late performance or delivery (including as a result of COVID-19 and COVID-19 Measures) and (iv) to the Company's knowledge, there is no material breach or anticipated breach by the other party(ies) to any Material Contract to which the Company is a party. The Company has made available to Buyer a true, correct and complete copy in all material default under any contract listed respects (including all amendments, waivers or other changes) of each Material Contract (excluding agreements with employees of the Company on the Contracts Schedule, and, Company's standard forms which have been made available to the Knowledge of the Company, the other party to each of the contracts listed on the Contracts Schedule in not in material default thereunderBuyer).

Contracts and Commitments. (a) Except as set forth on the Contracts ScheduleSchedule 3.09(a), neither the Company nor any of its Subsidiaries is not a party to any: or bound by any written: (i) (A) collective bargaining agreement or contract with any trade union or other labor union; organization or (B) Contract with any current or former employee, director or independent contractor providing for future severance, change in control, retention, stay-pay or similar payments; (ii) written bonus, pension, profit sharing, stock option, employee stock purchase, retirement or other form of deferred compensation plan, other than as set forth described in Section 3.14 3.13(a) or the Employee Benefits Schedule; Disclosure Schedules relating thereto; (iii) stock purchase, stock option or similar plan; (ivA) contract Contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting other basis providing for base fixed compensation in excess of $140,000 150,000 per annum (other than standard offer letters for at-will employment) or relating to loans to officers, directors or Affiliates pursuant to which it has any material obligation or (B) Contract with any independent contractor or consultant providing for fixed compensation in excess of $150,000 per annum; ; (viv) (A) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any material portion of the assets their assets, or (B) Contract under which it has advanced or loaned any other Person, that is not an Affiliate of the Company; , amounts exceeding, in the aggregate, $100,000; (viv) guaranty of any obligation for borrowed money Indebtedness or other guaranty material guaranty; (vi) settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which the Company or its Subsidiaries will be required, after the date of an obligation in excess of $100,000; this Agreement, to satisfy any monetary or material non-monetary obligations; (vii) lease or agreement under which it is lessee or lessor of, or holds or operates operates, any material personal property owned by any other party, for which the annual rental exceeds $50,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any propertymaterial personal property owned or controlled by it, real or personal, in each case for which the annual rental exceeds $50,000; 150,000; (viii) agreements relating to any completed material business acquisition by the Company or any of its Subsidiaries within the last three (3) years or pursuant to which the Company or any of its Subsidiaries has remaining obligations or liabilities; (ix) contract for Contract pursuant to which (A) the purchase Company or any of products its Subsidiaries are licensed or servicesotherwise permitted by a third party to use any Intellectual Property owned by such third party (other than non-exclusive licenses to the Company or any of its Subsidiaries of commercially available “off the shelf” software that is not material to the Business), under which or (B) any third party is licensed or otherwise permitted to use any Intellectual Property owned or held exclusively by the undelivered balance Company or any of such products and services has a selling price in excess of $150,000; its Subsidiaries; (x) contract Contract which limits or prohibits the Company or any of its Subsidiaries from competing or freely engaging in business anywhere in the world; (A) joint venture, partnership or similar agreement related to the creation or development of Intellectual Property by or for the sale Company or any of products its Subsidiaries, or services (other than purchase ordersB) under which Contract providing for the undelivered balance assignment, ownership, creation or development of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company any Intellectual Property; (A) Contract that limits the freedom or right of the Company or any of its Subsidiaries to use Intellectual Property owned by the Company or any of its Subsidiaries, including (B) any settlement contract, consent-to-use or settlement agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company relating to Intellectual Property, or (xiiC) contract that any Contract granting any exclusive rights to any third party with respect to the Company's Knowledge contains any covenant that purports to restrict the business activity of Intellectual Property owned by the Company or limit the freedom any of the Company to engage its Subsidiaries; (xiii) Contract which is not terminable by it upon less than sixty (60) days’ notice without penalty or additional liability and involves payments in excess of $250,000 annually; or (xiv) any line other Contract which involves a consideration in excess of business or to compete with any Person$500,000 annually. (b) The Company has delivered or made available to the Purchaser true and correct copies of all written Contracts and an accurate description of all oral arrangements or Contracts that are required to be set forth on Schedule 3.09(a), together with all material amendments, waivers or other changes thereto. (c) Except asas set forth on Schedule 3.09(c), individually (i) each of the Company and its Subsidiaries has performed in all material respects all material obligations required to be performed by it and is not in material default under, in material breach of, nor in receipt of any written Claim of material default or in material breach under, any Material Contract; (ii) no event has occurred which, with the aggregatepassage of time or the giving of notice or both, would not reasonably be expected to have result in a material default or material breach by the Company or any of its Subsidiaries under any Material Adverse Effect, Contract; and (iii) as of the date hereof, to the knowledge of the Company there is not no material breach or threatened material breach by (or non-ordinary course notice of non-renewal or termination from (other than any automatic non-renewals or terminations in material default under accordance with such Material Contract’s terms)) the other parties to any contract listed on Material Contract. Except for those that have terminated or expired in accordance with their terms, all of the Contracts Scheduleand plans set forth on Schedule 3.09(a) or required to be set forth on Schedule 3.09(a) (collectively, the “Material Contracts”) are valid and in full force and effect and constitute legal, valid and binding obligations of the Company or such Subsidiary, and are enforceable against the Company or such Subsidiary in accordance with their respective terms, and, to the Knowledge Company’s knowledge, constitute legal, valid and binding obligations of the Company, the other party to each or parties thereto, enforceable against such party or parties 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 contracts listed on the Contracts Schedule in not in material default thereunderavailability of specific performance and other equitable remedies.

Contracts and Commitments. (a) Except as set forth on Section 2.18 of the Disclosure Schedule contains a true and complete list of all of the following Contracts Schedule, to which the Company or any of its Subsidiaries is not a party or by or to any: which any of them or their assets or Properties are or may be bound or subject, as each such Contract may have been amended, modified or supplemented: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement stock option, employee stock purchase or other form of plan or arrangement providing for deferred or other compensation planto employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other than as set forth in Section 3.14 Contract with any labor union, or the Employee Benefits Schedule; severance agreements, programs, policies or arrangements; (iiiii) stock purchase, stock option or similar plan; (iv) contract Contracts for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 100,000 (vor providing for the payment of any cash or other compensation upon a change in control of the Company) agreement or indenture contract relating to loans to officers, directors or Affiliates; (iii) Contracts under which the borrowing of Company or any Subsidiary thereof has advanced or loaned any other Person mounts in the aggregate exceeding $50,000; (iv) Contracts relating to borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing of a Lien (other than a Permitted Lien) or Encumbrance on any portion asset or properties or group of assets or Properties of the assets Company or its Subsidiaries or any letter of the Company; credit arrangements; (viv) guaranty guarantees of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; 25,000; (viivi) lease or agreement Contracts under which it the Company or any of its Subsidiaries is lessee of, of or holds or operates any personal property Property, real or personal, owned by any other party, party except for any lease of real or personal Property under which the aggregate annual rental exceeds payments do not exceed $50,000; 25,000; (viiivii) lease or agreement Contracts under which it the Company or any of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, for owned or controlled by the Company or any Subsidiary; (viii) Contracts or group of related Contracts with the same party or group of affiliated parties the performance of which the annual rental exceeds $50,000; (ix) contract for the purchase of products or services, under which the undelivered balance of such products and services has a selling price involves consideration in excess of $150,000; 50,000; (xix) contract assignments, licenses, indemnifications or agreements with respect to any intangible property (including, without limitation, any Intellectual Property Rights) other than Contracts for the sale of products in the ordinary course of business and "off-the-shelf" software available to the public generally; (x) warranty Contracts with respect to its products sold, leased or licensed or its services rendered which contains terms and conditions that differ in any material respect from the Company's standard warranty terms and conditions (a true and complete copy of which standard terms and conditions has heretofore been furnished to each of the Investors); (xi) Contracts (other than purchase ordersthe Investor Rights Agreement) under which the undelivered balance Company or any of such products its Subsidiaries has granted any Person any registration rights (including, without limitation, demand or services has a sale price piggyback registration rights); (xii) sales, distribution, dealer or franchise Contracts; (xiii) Contracts prohibiting any Person from freely engaging in any business or competing anywhere in the world; and (xiv) any other agreement which is material to the business, operations, assets, Properties, liabilities, condition (financial or otherwise), results of operations, licenses or prospects of the Company or its Subsidiaries or which involves consideration in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person50,000 annually. (b) Except as, individually The Company has heretofore delivered or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, the Company is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of the Company, the other party made available to each of the contracts listed on Investors true and complete copies of all of the Contracts listed or required to be listed in Section 2.18 of the Disclosure Schedule. To the best of the Company's knowledge, each such Contract listed or required to be listed in Section 2.18 of the Disclosure Schedule is valid, binding and enforceable in accordance with its respective terms, and is in full force and effect. The Company and each of its Subsidiaries have performed all material obligations required to be performed by them under each such Contract, and to the best of the Company's knowledge, none of them is in default under or in breach of nor in receipt of any claim of default or breach under any such Contract. No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any such Subsidiary under any such Contract. Neither the Company nor any of its Subsidiaries has any present expectation or intention of not in material default thereunderfully performing all such obligations, and the Company has no knowledge of any breach or anticipated breach by the other parties to any such Contract. To the best of the Company's knowledge, neither the Company nor any of its Subsidiaries is a party to any Contract or commitment 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.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule, " or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is not a party to any: or bound by any written or oral: (ia) 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 or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrange ments; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 50,000 or contract relating to loans to officers, directors or Affiliates; (vc) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company; Company and its Subsidiaries; (vie) guaranty guarantee of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; obligation; (viif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; ; (viiig) lease or agreement under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company or any Subsidiary; (ixh) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which the undelivered balance of such products and services has a selling price involves consideration in excess of $150,000; 100,000; (xi) contract for the sale of products assignment, license, indemnification or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company any intangible property (including, without limitation, any Intellectual Property, including any ); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any current Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) sales, distribution or former employee, consultant or contractor regarding the appropriation or non-disclosure franchise agreement; (m) material agreement with a term of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of more than six months which is not terminable by the Company or limit the freedom of the Company to engage any Subsidiary upon less than 30 days notice without penalty; (n) contract or agreement prohibiting it from freely engaging in any line of business or competing anywhere in the world; or (o) any other agreement which is material to compete with any Personits operations or relating to the acquisition of additional properties. (bii) Except asAll of the contracts, individually agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. The Company and each Subsidiary have performed all material obligations required to be performed by them on or prior to the date of this Agreement and are not in default under or in breach of nor in receipt of any claim of default or breach under any material contract, agreement or instrument to which the aggregateCompany or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, would breach or event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to which the Company or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not reasonably be expected fully performing all such material obligations; and neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other parties to have any material contract, agreement, instrument or commitment to which it is a Material Adverse Effect, as party. (iii) The Company has delivered or made available to the Purchasers' special counsel a true and correct copy of each of the date hereofwritten instruments, plans, contracts and agreements and an accurate description of each of the Company is not in material default under any contract listed oral arrangements, contracts and agreements which are referred to on the Contracts Schedule, andtogether with all amendments, to the Knowledge of the Company, the waivers or other party to each of the contracts listed on the Contracts Schedule in not in material default thereunderchanges thereto.

Contracts and Commitments. (a) Except as set forth on the attached Contracts Schedule, the no Company or Company Subsidiary is not a party to any: (i) agreement relating to any acquisition of a business by such Company or Company Subsidiary within the last three years; (ii) collective bargaining agreement or contract with any labor union; (iiiii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth described in Section 3.14 4.13 or the Employee Benefits Scheduleschedules relating thereto; (iiiiv) stock purchase, stock option or similar plan; (ivv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis providing for base compensation with annual payments in excess of $140,000 per annum100,000; (vvi) agreement agreement, indenture, note or indenture any other evidence relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a except Permitted Lien) Liens on any material portion of the assets of the such Company's or such Company Subsidiary's assets; (vivii) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000guaranty; (viiviii) 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 $50,000100,000; (viiiix) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personalpersonal (including equipment), for which the annual rental exceeds $50,000100,000; (ixx) contract for or group of related contracts with the purchase of same party and its Affiliates to provide products or services, services under which the undelivered balance of such products and services has a selling price in excess of $150,000100,000; (xxi) contract for which prohibits such Company or such Company Subsidiary from freely engaging in business anywhere in the sale world; (xii) contract or group of contracts with suppliers of pharmaceutical products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale sales price in excess of $150,000 100,000; (xixiii) licensing agreement for capital expenditures by the Companies or Company Subsidiaries in excess of $50,000; (xiv) agreement, contract or other contract arrangement with respect to Seller or any Affiliate of Seller (other than a Company Intellectual Propertyor Company Subsidiary); (xv) any other Contract or group of related Contracts either involving more than $500,000 of revenue or payments for the period from January 1, 2003 through and including any agreement with any current November 30, 2003, or former employee, consultant or contractor regarding not entered into in the appropriation or non-disclosure ordinary course of any Company Intellectual Propertybusiness, or (xiixvi) contract that to the Company's Knowledge contains with any covenant that purports to restrict the business activity drug company (all of the foregoing agreements, contracts and leases, the "Company or limit the freedom of the Company to engage in any line of business or to compete with any PersonContracts"). (b) Except as, individually or in the aggregate, would not reasonably be expected The Companies have made available to have a Material Adverse Effect, as Buyer true and correct copies of the date hereof, the Company is not in material default under any contract all written contracts listed on the Contracts Schedule. (c) Each Company Contract: (i) is legal, andvalid, binding, enforceable, and in full force and effect against the Company party thereto and to the Knowledge of the CompanyCompanies' knowledge, the other party thereto; and (ii) the Companies and the Company Subsidiaries are not and to each the Company's knowledge no other party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the Company Contract. There is no Company Contract that under which any Company or Company Subsidiary (i) is at risk for all or any part of the drug ingredient cost (including but not limited to any capitated contracts, risk-sharing or "risk band" contracts, contracts listed with performance guarantees related to the drug ingredient cost, or similar contracts), (ii) guarantees a minimum rebate amount (whether stated as a percentage, a specific amount per prescription, or otherwise) to the customer, other than as set out on the attached Contracts Schedule, or (iii) except as set forth on the Contracts Schedule in not in material default thereunderSchedule, undertakes to offer the customer the best pricing offered to any other customer or class of customers.

Contracts and Commitments. (a) Except as set forth on Schedule 5.10 of the Contracts Seller Disclosure Schedule, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is not a party to any: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation (including any bonuses or other remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base compensation or relating to loans to officers, directors or Affiliates pursuant to which the Company or any of its Subsidiaries has any material obligation, or any obligation to make payments to any such Person following the consummation of the transactions contemplated by this Agreement; (iii) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in excess of the aggregate exceeding $140,000 per annum; 100,000; (viv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion asset or group of the assets of the Company; (vi) guaranty Company or any of any obligation for borrowed money its Subsidiaries, in each case, relating to Indebtedness or other guaranty of an obligation to obligations in excess of $100,000; 50,000 in the aggregate; (v) Guaranty of obligations in excess of $50,000 in the aggregate; (vi) lease or agreement under which the Company or any of its Subsidiaries 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 $50,000; (vii) lease or agreement under which it the Company or any of its Subsidiaries is lessee lessor of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $50,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate operate, any material property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company or any of its Subsidiaries; (ixviii) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which involves consideration in the undelivered balance of such products and services has a selling price aggregate in excess of $150,000100,000 annually, other than (A) purchase and sales orders incurred in the ordinary course of business, and (B) agreements terminable by the Company or its Subsidiary, as applicable, without penalty or any other liability upon less than 60 days’ notice; (ix) agreement pursuant to which (A) the Company or any of its Subsidiaries are licensed or otherwise permitted by a third party to use any Intellectual Property Rights of such third party (other than non-exclusive licenses to the Company or any of its Subsidiaries of commercially available, “off the shelf” software where (i) the aggregate fee, royalty or other consideration (including maintenance fees) for any such software or group of related software licenses is no more than $50,000, and (ii) such software is not incorporated into, combined with, linked with, or similarly used in any Company Product); or (B) any third party is licensed or otherwise permitted to use any Intellectual Property Rights owned or held exclusively by the Company or any of its Subsidiaries (other than non-exclusive licenses granted by the Company or any of its Subsidiaries in the ordinary course of business according to the Company’s standard form license agreement); (x) contract (A) joint venture, partnership or similar agreement related to the creation or development of Intellectual Property Rights by or for the sale Company or any of products its Subsidiaries, or services (other than purchase ordersB) under agreement providing for the assignment, ownership, creation or development of any Intellectual Property Rights that are material to the operation of the business(es) of the Company or any of its Subsidiaries; (xi) (A) contract or agreement that limits the freedom or right of the Company or any of its Subsidiaries to use Intellectual Property Rights or to distribute or manufacture Company Products, (B) any settlement contract, consent-to-use or settlement agreement relating to Intellectual Property Rights, or (C) any contract granting any exclusive rights to any third party with respect to the Company Products or Intellectual Property Rights owned by the Company; (xii) sales agency, distribution, manufacturing, franchise or any supply agreement which the undelivered balance of such products or services has supply agreement involves a sale price consideration in excess of $150,000 200,000 annually; (xixiii) licensing agreement with a term of more than six months which is not terminable by the Company or any of its Subsidiaries upon less than sixty (60) days’ notice without penalty or additional liability and involves a consideration in excess of $100,000 annually; (xiv) contract regarding voting, transfer or other arrangements related to the Company’s or any Subsidiary’s Capital Stock or warrants, options or other rights to acquire any of the Company’s or any Subsidiary’s Capital Stock; (xv) contract or agreement regarding any indemnification provided to or by the Company and any if its Subsidiaries, including any contract regarding any indemnification provided with respect to Company Intellectual PropertyEnvironmental and Safety Requirements, including other than any contract or agreement entered into with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure Company’s distributors and clients in the ordinary course of any Company Intellectual Property, or business consistent with past practice; (xiixvi) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage agreement prohibiting it from freely engaging in any line of business or to compete with competing anywhere in the world; (xvii) Realty Leases; or (xviii) any Personother agreement which involves a consideration in excess of $200,000 annually. (b) Except asfor those that have terminated or expired in accordance with their terms, individually all of the contracts, leases, agreements and instruments set forth, required to be set forth on Schedule 5.10 of the Seller Disclosure Schedule or that would be required to be set forth on Schedule 5.10 of the Seller Disclosure Schedule if not for the scheduling exceptions in Section 5.10(ix) above (the aggregate“Material Contracts”) are (and, would not reasonably be expected after giving effect to have a Material Adverse Effectthe transactions contemplated hereunder, will be) valid and binding obligations of Seller or the applicable Company Entities party thereto, as applicable, and enforceable in accordance with their respective terms (assuming the due authorization, execution and delivery by Persons other than Seller and the applicable Company Entities parties thereto) enforceable, and are in full force and effect, in each case subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights and remedies generally and the availability of injunctive relief and other equitable remedies. Except as set forth on Schedule 5.10 of the date hereofSeller Disclosure Schedule, (i) each of the Company and its Subsidiaries has performed in all material respects, all obligations required to be performed by it, and is not in material default under or in material breach of nor in receipt of any contract listed on written Claim of material default or material breach, under any Material Contract; (ii) no event has occurred which with the Contracts Schedulepassage of time or the giving of notice or both would result in a material default, andmaterial breach or event of material noncompliance by the Company or any of its Subsidiaries under any Material Contract; and (iii) as of the date of this Agreement, to the Company does not have Knowledge of the Company, any material breach or threatened material breach by (or non-ordinary course notice of non-renewal or termination from (other than any automatic non-renewals or terminations in accordance with such Material Contract’s terms)) the other party parties to any Material Contract. (c) Seller has made available to Buyer a true and correct copy of each of the written instruments, plans, contracts listed and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are required to be set forth on Schedule 5.10 of the Contracts Schedule in not in material default thereunderSeller Disclosure Schedule, together with all amendments thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 4.12, neither the Contracts Schedule, Company nor any Subsidiary of the Company is not a party to any: to: (ia) collective bargaining any partnership agreement or contract with any labor union; (ii) bonusjoint venture agreement which requires a payment, pensionor delivery of assets or services, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock 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 compensation in excess of $140,000 250,000 per annum; year; (vb) any agreement requiring the payment of severance or indenture relating to termination or similar pay with any director, officer, employee or consultant; (c) any agreement with another Person limiting in any respect or restricting in any respect the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion ability of the assets Company or any Subsidiary of the Company; Company to enter into or engage in any market or line of business, including competing (vigeographically or otherwise) guaranty with any Person, granting any exclusive rights to make, sell or distribute products of the Company or any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (vii) lease or agreement under which it is lessee ofits Subsidiaries, or holds or operates granting any personal property owned by any other party, for which the annual rental exceeds $50,000; “most favored nations” rights; (viiid) 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 $50,000; (ix) contract for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $150,000; (x) contract for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employeeofficer, consultant director, shareholder or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity Affiliate of the Company or limit any of its Subsidiaries; (e) any agreements for the freedom sale of any of the assets of the Company to engage or any of its Subsidiaries other than in any line the ordinary course of business or for the grant to compete with any Person.Person of any preferential rights to purchase any of its assets entered into since January 1, 2008; (bf) Except asany agreement relating to the acquisition by the Company or any of its Subsidiaries of any operating business or the assets or capital stock of any other Person entered into since January 1, individually 2008; (g) any agreements relating to the incurrence, assumption, surety or guarantee of any Indebtedness; (h) any agreements under which the Company or any of its Subsidiaries has made material advances or loans to any other Person (which shall not include advances made to an employee of the Company or any of its Subsidiaries in the aggregateordinary course of business); (i) any agreements for the purchase or sale of materials, would not supplies, goods, services, equipment or other assets, the performance of which extend over a period of more than one year or are outside the ordinary course of business; (j) any agreements for capital expenditures in excess of $100,000; (k) any agreements that license any Person to manufacture or reproduce any products, services or technology of the Company or any of its Subsidiaries or any material agreements to sell or distribute any products, services or technology of the Company or any of its Subsidiaries; (l) any settlement agreements with respect to any pending or threatened Proceeding entered into since January 1, 2008, other than (i) releases immaterial in nature or amount entered into with former employees or independent contractors of the Company or any of its Subsidiaries in the ordinary course of business in connection with routine cessation of such employee’s or independent contractor’s employment with or retention by the Company or any of its Subsidiaries or (ii) settlement agreements for cash only (which have been paid), none of which required payment in excess of $100,000; (m) any other agreement (or group of related agreements) the performance of which requires aggregate payments to or from the Company or any of its Subsidiaries in excess of $250,000 per year, other than agreements entered into in the ordinary course of business; or (n) any other agreement (or group of related agreements) that is otherwise material to the business, properties, assets or Liabilities of the Company or any of its Subsidiaries or under which the consequences of a default or termination could reasonably be expected to have a Company Material Adverse Effect, as . The Company has made available to Parent and Merger Sub accurate and complete copies of all the contracts set forth on Schedule 4.12. Each of the date hereofcontracts set forth on Schedule 4.12 is in full force and effect and is the legal, valid and binding obligation of the Company is not and/or its Subsidiaries, enforceable against them in material default under any contract listed on the Contracts Scheduleaccordance with its terms, and, to the Knowledge of the Company, the other party except as such enforceability may be limited by General Enforceability Exceptions. With respect to each of the contracts listed set forth on Schedule 4.12, neither the Contracts Schedule in not Company nor any of its Subsidiaries is in material default thereunderof any such contract, nor, to the Company’s Knowledge, has any event occurred which, with notice or the lapse of time, or both, would give rise to a default by the Company or such Company Subsidiary, as applicable.

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, in the Company SEC Documents, Schedule 3.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of the following contracts (written or oral) to which the Company or a Subsidiary is not a party and under which the Company or any of its Subsidiaries has any rights or obligations, contingent or otherwise, (including every material amendment, modification or supplement to any: the foregoing): (i) collective bargaining agreement any contract that would be required to be filed as an exhibit to a Registration Statement on Form S-1 under the Securities Act or contract an Annual Report on Form 10-K under the Exchange Act if such registration statement or report was filed by the Company with any labor union; the SEC on the date hereof, (ii) bonuspartnership or joint venture agreements, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchaseany material contracts of employment or consultancy with employees or contracts with any non-employee representatives or agents, stock option or similar plan; (iv) contract for any contracts or agreements which limit or restrict the employment of Company or any officerSubsidiary or any employee thereof from engaging in any business in any jurisdiction, individual employee or other person on a full-time or consulting basis providing for base compensation in excess of $140,000 per annum; (v) agreement agreements for the purchase, sale or indenture lease of any properties or assets (other than in the ordinary course of business), (vi) all bonds, debentures, notes, loans, credit or loan agreements or commitments, mortgages, indentures or guarantees or other agreements or contracts relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation involving amounts in excess of $100,000; 1 million, (vii) lease or agreement under which it is lessee ofagreements with unions, or holds or operates any personal property owned independent contractor agreements requiring payments by any other party, for which the annual rental exceeds $50,000; (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 $50,000; (ix) contract for the purchase of products or services, under which the undelivered balance of such products and services has a selling price Company in excess of $150,000; (x) contract for 1 million and leased or temporary employee agreements requiring payments by the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price Company in excess of $150,000 1 million, (viii) leases of any real or personal property involving annual rent of $1 million or more, (ix) any contract with any Governmental Authority, (x) license or royalty bearing contracts requiring payments by or to the Company in excess of $200,000 per year except off-the-shelf software, (xi) licensing agreement any contract providing for indemnification by the Company or other contract with respect to Company any Subsidiary against any charge of infringement of Intellectual PropertyProperty Rights, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) any contract that to the Company's Knowledge contains with any covenant that purports to restrict the business activity director, officer or other Affiliate of the Company or limit any of the freedom Subsidiaries, (xiii) any voting, “standstill” or similar agreement, (xiv) any contract requiring payment by or to the Company in excess of $1 million per year that is not terminable by the Company or its Subsidiaries on notice of 90 days or less, (xv) any contract granting a right of first refusal or first negotiation, (xvi) all other contracts, agreements or commitments involving payments made by or to the Company or a Subsidiary of $1.0 million or more including customer contracts and contracts with suppliers and (xvii) any commitment or agreement to enter into any of the foregoing (individually, a “Material Contract” and collectively, “Material Contracts”). Except for agreements or commitments disclosed in the Company SEC Documents or on Schedule 3.11(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to engage any agreement or commitment which is material to the business of the Company or any of its Subsidiaries. The Company has heretofore made available to Parent complete and correct copies of each Material Contract in any line of business or to compete with any Person. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, existence as of the date hereof, together with any and all material amendments and supplements thereto and material “side letters” and similar documentation relating thereto. To the Company’s Knowledge, except as set forth on Schedule 3.11(a) of the Company Disclosure Schedule, none of the contracts to which the Company or any of its Subsidiaries is not a party, and no bid outstanding as of the date of this Agreement (if accepted or awarded), would result in material default under a Loss Contract, in each case in the reasonable judgment of the Company’s management as of the date of this Agreement. For purposes of this Agreement, “Loss Contract” means any contract listed on the Contracts Schedule, andwith a total contract value in excess of $250,000 that, to the Knowledge of the Company, the other party to each of the contracts listed on the Contracts Schedule in not in material default thereunderhas a negative gross margin.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits Schedule," none of the Company, the Sales Subsidiary and the Operating Company is not a party to any: or bound by any written or oral: (ia) 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 or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 75,000 or contract relating to loans to officers, directors or Affiliates; (vc) contract under which the Company, theSales Subsidiary or the Operating Company has advanced or loaned any other Person amounts in the aggregate exceeding $25,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company; , the Sales subsidiary or the Operating Company; (vie) guaranty guarantee of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; 25,000; (viif) lease or agreement under which it the Company, the Sales Subsidiary or the Operating Company is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; ; (viiig) lease or agreement under which it the Company, the Sales Subsidiary or the Operating Company is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company, the Sales Subsidiary or the Operating Company; (ixh) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which the undelivered balance of such products and services has a selling price involves consideration in excess of $150,000; 100,000; (xi) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights) with respect to any securities of the Company, the Sales Subsidiary or the Operating Company; (k) sales or distribution agreement; (l) agreement with a term of more than six months which is not terminable by the Company, the Sales Subsidiary or the Operating Company upon less than 30 days notice without material penalty; (m) contract for or agreement prohibiting it from freely engaging in any business or competing anywhere in the sale of products world; or (n) any other agreement which is material to its operations and business prospects or services (other than purchase orders) under which the undelivered balance of such products or services has involves a sale price consideration in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person200,000 annually. (bii) Except asAll of the contracts, individually agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable against the Company, the Sales Subsidiary or in the aggregate, would not reasonably be expected to have a Material Adverse EffectOperating Company, as the case may be, in accordance with their respective terms, except as any of them may be affected by laws relating generally to the date hereofenforcement of creditors' rights and general principles of equity. The Company, the Sales Subsidiary and the Operating Company have performed all material obligations required to be performed by them heretofore under the contracts, agreements and instruments listed on the Contracts Schedule to which each is a party and are not in material default under or in material breach of nor in receipt of any contract claim of material default or material breach under any contract, agreement or instrument listed on the Contracts Schedule; no event has occurred which with the passage of time or the giving of notice or both would result in a material default, andbreach or event of noncompliance by the Company, to the Knowledge Sales Subsidiary or the Operating Company, as the case may be, under any contract, agreement or instrument listed on the Contracts Schedule; none of 19 the Company, the Sales Subsidiary and the Operating Company has any present expectation or intention of not performing all such obligations; none of the Company, the Sales Subsidiary and the Operating Company has any knowledge of any breach or anticipated material breach by the other parties to any contract, agreement, instrument or commitment to which it is a party to each of the contracts listed on the Contracts Schedule in not in material default thereunderSchedule.

Contracts and Commitments. (a) Except as set forth on Other than the Contracts Schedule, the Company is not a party to any: (i) collective bargaining agreement Transaction Agreements or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 schedule 3.22, neither the Company nor the Parent is a party to or bound by any of the Employee Benefits Schedule; following agreements, whether such agreements are written or oral: (iii) stock purchase, stock option or similar plan; (ivi) contract for the employment of any officer, individual employee employee, or other person on a full-time or consulting basis providing for base compensation in excess or any severance agreements, other than at the will of $140,000 per annum; the employer; (vii) agreement promissory note, agreement, or promise to pay, or indenture relating to the borrowing of money or to mortgaging, pledging pledging, or otherwise placing a Lien (lien, security interest, or other charge or encumbrance on, any of its assets, other than a Permitted LienLiens; (iii) on any portion agreements with respect to the lending or investing of funds, other than agreements entered into in the assets ordinary course of business and consistent with past practice regarding cash management; (iv) license or royalty agreements, other than off-the-shelf software and agreements with customers in the Company; ordinary course of business and consistent with past practice; (viv) guaranty of indebtedness or liability of any obligation for borrowed money other person or other guaranty of an obligation in excess of $100,000; entity; (viivi) lease or agreement under which it is lessee of, or holds or operates operates, any personal property property, real or persona, owned by any other party, for which the party that involves annual rental exceeds payments of more than $50,000; 5,000 ; (viiivii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it; (viii) contract or group of related contracts with the same party for which the annual rental exceeds purchase by it of supplies, products, or other personal property or for the furnishing or receipt of services that involves a sum in excess of $50,000; 5,000; (ix) contract for that prohibits or purports to prohibit it or any of its affiliates from freely engaging in business anywhere in the purchase world; (x) contract relating to the distribution, marketing, or sale of its products or services, under other than in the ordinary course of business and consistent with past practice; (xi) warranty agreement with respect to products or services sold or licensed, other than in the ordinary course of business and consistent with past practice; (xii) franchise agreement and license agreement, other than in the ordinary course of business and consistent with past practice; (xiii) agreement, contract, or understanding, or series of related agreements, contracts, or understandings, pursuant to which the undelivered balance of such products it engages independent contractors and services has involves a selling price sum in excess of $150,000; (x) contract for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person.5,000; (bxiv) Except as, individually or in agreement to register securities under the aggregate, would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, the Company is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of the Company, the other party to each of the contracts listed on the Contracts Schedule in not in material default thereunder.Securities Act; or

Contracts and Commitments. (a) Except as set forth on the Contracts ScheduleSchedule 2.11(a) or Schedule 2.14(a), Neither the Company nor any of its Subsidiaries is not a party party, or subject, to any: : (i) collective bargaining agreement relating to any completed or contract with any labor union; pending business acquisition or divestiture since January 1, 2014; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; ; (iii) stock purchase, stock option or similar plan; ; (iv) contract (A) for the employment of any officer, individual employee employee, or other person on a full-time or consulting basis person, (B) providing for base the payment of any cash or other compensation in excess or benefits upon the consummation of $140,000 per annum; the transactions contemplated hereby, or (C) that provides severance or other benefits for any person; (v) agreement under which the Company or indenture relating to the borrowing any of money its Subsidiaries created, incurred or to assumed any Indebtedness (including any conditional sales agreement, sale-leaseback, or capitalized lease) or mortgaging, pledging or otherwise granting or placing a Lien (other than a Permitted Lien) on any portion of the assets any of the Company; ’s or any of its Subsidiaries' assets, other than as identified in Schedule 2.20; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; Indebtedness; (vii) lease or agreement under which it is lessee of, of or holds or operates any personal property owned by any other partyPerson, for which the annual rental exceeds $50,000; ; (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 $50,000; ; (ix) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services, under which the undelivered balance of such products and services has a selling purchase price in excess of $150,000; 50,000 in the aggregate (other than purchase orders and transportation contracts entered into in the ordinary course of business); (x) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale sales price in excess of $150,000 50,000 in the aggregate (other than sales orders and transportation contracts entered into in the ordinary course of business); (xi) any other contract, lease, or agreement, other than contracts for the purchase of tractors or trailers disclosed on Schedule 2.09(e), that cannot be canceled by the Company or any of its Subsidiaries without penalty or further payment or obligation and without more than thirty (30) days’ notice and with remaining fixed payments in excess of $50,000 under any such contract; (xii) agreement containing covenants that in any way purport to restrict the right of the Company to engage in its current line of business, engage in any line of business, compete with any Person, or solicit customers; (xiii) hedging arrangement or forward, swap, derivatives or futures contract; (xiv) joint venture, partnership, franchise, joint marketing agreement, or any other similar contract or agreement (including sharing of profits, losses, costs or liabilities by the Company or any Subsidiary thereof with any other Person); (xv) material licensing agreement or other material contract or agreement with respect to Company Intellectual Property, including any agreement material contracts or agreements with any current or former employeeemployees, consultant consultants, or contractor contractors regarding the appropriation or non-disclosure of any Company Intellectual Property, other than contracts with less than $50,000 fixed payments remaining; (xvi) agreement under which the Company or any Subsidiary thereof has made loans or advances to any other Person, and such advances or loans remain outstanding in an amount greater than $15,000, except advancement of reimbursable ordinary and necessary business expenses made to directors, officers, employees, and independent contractors (xiiincluding but not limited to advances to owner-operators for vehicle repairs) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit any Subsidiary thereof in the freedom ordinary course of business; (xvii) contract or agreement with any consultant or employee or any current or former officer, director, shareholder, or Affiliate of the Company or any Subsidiary thereof, other than at-will arrangements or agreements or ordinary course agreements terminable on less than thirty (30) days’ notice by the Company without accelerated payment or any other penalty; (xviii) settlement, conciliation or similar agreement, the performance of which will involve payment after the date of this Agreement of consideration in excess of $50,000 or governmental monitoring, consent decree or reporting responsibilities; (xix) any contract or agreement, not otherwise covered by the foregoing, that is otherwise material to engage the Company or its Subsidiaries, taken as a whole, except for contracts or agreements entered into in the ordinary course of business; or (xx) any line amendment, supplement, or modification (whether oral or written) in respect of business or to compete with any Personof the foregoing. (b) Except asThe Company has made available to Buyer a true, correct, and complete copy of each written agreement set forth on Schedule 2.11(a) or Schedule 2.14(a), including all modifications and amendments thereto. With respect to each agreement set forth on Schedule 2.11(a) or Schedule 2.14(a), except as set forth on Schedule 2.11(a) or Schedule 2.14(a), such agreement: (i) is valid, binding, and in full force and effect in all material respects; (ii) will remain unmodified and in full force and effect immediately after the Closing without any right on the part of any counterparty, including with the passage of time or notice, or both, to terminate, modify or impose any penalty as a result of the transactions contemplated hereby; (iii) is and will remain, including with the passage of time or notice, or both, immediately after the Closing enforceable by the Company or its Subsidiaries, as applicable, in accordance with its respective terms; and (iv) neither the Company nor any of its Subsidiaries, nor, to Seller’s Knowledge, any other party, is in material breach or default under such agreement. Neither the Company nor any of its Subsidiaries has received any written notice (or to Seller’s Knowledge, any other notice) of the intention of any party to terminate any agreement listed on Schedule 2.11(a). There are no oral agreements with respect to the subject matter of Schedule 2.11(a) or Schedule 2.14(a) that, individually or in the aggregate, would not reasonably be expected are material to have the Company or any of its Subsidiaries. (c) Schedule 2.11(c) sets forth a Material Adverse Effect, as list of the date hereof, transportation contracts with the ten (10) largest non-Affiliated customers (by consolidated revenue) of the Company and its Subsidiaries for the first five (5) months of 2017, true, correct, and complete copies of which, including all modifications and amendments thereto, have been made available to Buyer, with the exception of pricing and certain other competitively sensitive data that has been redacted (collectively, “Customer Contracts”). Neither the Company nor any of its Subsidiaries, nor, to Seller’s Knowledge, any other party, is not in material breach or default under any contract listed on such Customer Contract. Other than customary notice to the Contracts ScheduleCompany or any of its Subsidiaries that the Company or such Subsidiary must bid to continue to provide services to a customer as part of the customer’s normal bid cycles, andneither the Company nor any of its Subsidiaries has received, written notice (or, to the Knowledge of the CompanySeller’s Knowledge, the any other party notice) from any customer that such customer intends to each terminate, substantially modify, fail to renew, or reduce volumes substantially under, any such Customer Contract. (d) Schedule 2.11(d) sets forth a list of the contracts listed on with the Contracts Schedule in not ten (10) largest vendors or suppliers (by consolidated expenses) of the Company and its Subsidiaries for the first five (5) months of 2017, true, correct, and complete copies of which, including all modifications and amendments thereto, have been made available to Buyer, with the exception of pricing and certain other competitively sensitive data that has been redacted (collectively, “Vendor Contracts”). Neither the Company nor any of its Subsidiaries, nor, to Seller’s Knowledge, any other party, is in material breach or default thereunderunder any such Vendor Contract. Neither the Company nor any of its Subsidiaries has received, written notice (or, to Seller’s Knowledge, any other notice) from any vendor that such vendor intends to terminate, substantially modify, fail to renew, or reduce volumes substantially under any such Vendor Contract.

Contracts and Commitments. (a) Except as set forth on the Contracts ScheduleSchedule 3.08(a) (such contracts disclosed or required to be disclosed thereon, the “Material Contracts”), no Acquired Company is not a party to or bound by any: : (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth described in Section 3.14 or the Employee Benefits Schedule; Schedule 3.12(a); (iii) stock purchase, stock option or similar plan; (ivii) contract for the employment of any officer, individual employee or other person on a full-time full‑time or consulting basis other than offer letters for at-will employees without severance or notice periods of more than thirty (30) days and that are materially similar to an Acquired Company’s existing form, a copy of which has been made available to the Purchaser; (iii) agreement, plan, or arrangement providing for base compensation severance, retention, change in excess control payments, or transaction-based bonuses or incentives; (iv) agreement involving any current or former officer, director or stockholder of $140,000 per annum; any Acquired Company or any Affiliate thereof; (v) agreement or indenture relating to the borrowing of money under which any Acquired Company has created, incurred, assumed or to mortgagingguaranteed (or may create, pledging incur, assume or otherwise placing guarantee) Indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a Lien (other than a Permitted Lien) on any portion of the assets of the Company; its assets, tangible or intangible; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (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 $50,000; ; (viiivii) lease or agreement under which it is lessor of or permits any third party to hold or operate any of its personal property, real ; (viii) contract or personal, group of related contracts with the same party for the purchase by any Acquired Company of products or services which the provides for annual rental exceeds payments in excess of $50,000; 250,000 during any twelve (12)‑month period or in which any Acquired Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (ix) contract or group of related contracts for the purchase sale by any Acquired Company of products or services, under which the undelivered balance of such products and services has a selling price that provides for revenues during any twelve (12)‑month period in excess of $150,000; 500,000, or in which an Acquired Company has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any services, products or territory; (x) contract agreement for the disposition of any significant portion of the assets or business of any Acquired Company (other than sales of product inventory in the ordinary course of business) or any agreement for the acquisition of the assets or business of any other Person (other than purchases of supplies or components in the ordinary course of business); (xi) agreement concerning non-solicitation, noncompetition or that otherwise could reasonably be expected to have the effect of prohibiting or impairing any Acquired Company from freely engaging in business anywhere in the world; (xii) agreement providing for any royalty, milestone or similar payments by any Acquired Company; (xiii) agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (xiv) settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (xv) agreement which contains any provisions requiring any Acquired Company to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the ordinary course of business); (xvi) license, agreement or other than purchase ordersinstrument required to be listed in Schedule 3.09(d) or Schedule 3.09(e); (xvii) Real Property Lease; (xviii) Government Contract; (xix) agreement that would entitle any third party to receive a license or any other right to Intellectual Property of the Purchaser or any of its Affiliates (excluding the Acquired Companies) following the Closing, or that would otherwise bind or purport to bind the Purchaser or any of its Affiliates (excluding the Acquired Companies) following the Closing; or (xx) agreement under which the undelivered balance consequences of such products a default or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person. (b) Except as, individually or in the aggregate, termination would not reasonably be expected to have a Material Adverse Effect, as . (b) With respect to each Material Contract: (i) such contract is a valid and binding agreement of the date hereof, the applicable Acquired Company is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of the CompanyAcquired Companies’ knowledge, the other party to each of the contracts listed on other parties thereto, enforceable in accordance with its terms, except as the Contracts Schedule enforcement thereof may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights generally and general principles of equity affecting the availability of specific performance and other equitable remedies; (ii) no Acquired Company is in not breach or default in any material respect, nor has any Acquired Company taken or failed to take any action which, with notice or lapse of time, would constitute a breach or default thereunderin any material respect, or permit termination, material modification or acceleration, as applicable, under such contract; and (iii) to the Acquired Companies’ knowledge, no other party is in breach or default in any material respect under such contract. There are no audits being conducted by third parties relating an Acquired Company’s performance under any Material Contract. The Company has made available to Purchaser a complete and accurate copy of each Material Contract (as amended to date).

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule," as of the Closing, neither the Company nor any Subsidiary is not a party to any: any written or oral: (ia) collective bargaining agreement 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 or arrangement, or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 100,000 or contract relating to loans to officers, directors or affiliates; (vc) contract under which the Company or a Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (d) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any portion material asset or material group of the assets of the Company; Company and its Subsidiaries; (vie) guaranty guarantee of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; obligation; (viif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,00025,000; 22 (viiig) lease or agreement under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company or any Subsidiary; (ixh) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which the undelivered balance of such products and services has involves a selling price consideration in excess of $150,000; ; (xi) assignment, license, indemnification or agreement with respect to any Proprietary Rights or other intangible property; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreements under which it has granted any Person any registration rights (including piggyback rights) other than the Registration Agreement; (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee except employment agreements terminable at will; (m) contract for or agreement prohibiting it from freely engaging in any business or competing anywhere in the sale of products world; (n) any other agreement which is material to its operations and business prospects or services (other than purchase orders) under which the undelivered balance of such products or services has involves a sale price consideration in excess of $150,000 annually; and (xio) licensing agreement or other contract with respect to Company Intellectual Property, including any loan agreement with or guarantee to any current or former employee, consultant officer or contractor regarding director of the appropriation Company. (ii) The Company and each Subsidiary have performed all material obligations required to be performed by them and are not in default under or non-disclosure in breach of nor in receipt of any Company Intellectual Propertyclaim of default or breach under any contract or commitment required to be set forth on the "Contracts Schedule" (each, a "Material Contract"); no event has occurred which with the passage of time or (xii) contract that the giving of notice or both would result in a default, breach or event of noncompliance under any Material Contract, to the Company's Knowledge contains any covenant that purports to restrict the business activity of which the Company or limit the freedom of any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; and neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other parties to engage in any line of business Material Contract or commitment to compete with any Personwhich it is a party. (biv) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, the Company is not in material default under any contract listed set forth on the Contracts Schedule, andsince the Latest Balance Sheet, to there have been no material changes in any employment agreement or compensation arrangement between the Knowledge of the Company, the other party to each of the contracts listed on the Contracts Schedule in not in material default thereunderCompany and its employees.

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, the no Acquired Company is not a party to any: (i) collective bargaining agreement or contract with any labor unionagreement; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 4.14 or the Employee Benefits ScheduleDisclosure Schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or other person on a full-full time or consulting basis providing for base compensation in excess of fifty thousand dollars ($140,000 50,000) per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the any Acquired Company; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000material 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 fifty thousand dollars ($50,000); (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 fifty thousand dollars ($50,000); (ix) other than purchase orders entered into in the ordinary course of business, purchase order, contract for or group of related contracts with any supplier required to be listed on the purchase of products or services, under which the undelivered balance of such products Customers and services has a selling price in excess of $150,000Suppliers Schedule; (x) contract for the sale of products or services (other than purchase orders, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (xi) under contract which prohibits any Acquired Company from freely engaging in business anywhere in the undelivered balance world; (xii) contracts relating to the licensing of such products material Intellectual Property by any Acquired Company to a third party or services has by a sale price third party to any Acquired Company, in each case, involving consideration in excess of fifty thousand dollars ($150,000 50,000) per annum (xixiii) licensing agreement all other agreements affecting the Acquired Companies' ability to use or other contract with respect to Company disclose any Intellectual Property, including in each case, other than (A) licenses for commercially available, off the shelf software used by the Acquired Companies or (B) agreements entered into by any agreement Acquired Company with any current customers, distributors, suppliers and marketing partners in the ordinary course of business; and (xiv) contracts relating to the acquisition or former employeedisposition (whether by merger, consultant sale of stock, sale of assets or contractor regarding the appropriation or non-disclosure otherwise) of any Company Intellectual Property, Person or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any material line of business entered into during the past three (3) years or to compete with the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any PersonPerson or material line of business. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as Each of the date hereofcontracts listed or required to be listed on the Contracts Schedule is in full force and effect, and is the legal, valid and binding obligation of the Acquired Company which is party thereto, and, to the knowledge of the Companies, of the other parties thereto enforceable against each of them in accordance with its terms, in each case, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors' rights or to general principles of equity. Except as set forth on the Contracts Schedule, no Acquired Company is not in default, in any material default respect, under any contract listed on the Contracts Schedule, and, to the Knowledge knowledge of the CompanyCompanies, the other party to each of the contracts listed on the Contracts Schedule in is not in material default thereunder. Except as set forth on the Contracts Schedule, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default on the part of the Acquired Companies or, to the knowledge of the Companies, any other party under any contract listed on the Contracts Schedule. No party to any contract listed on the Contracts Schedule has exercised any termination rights with respect thereto, and no party has given written notice of any material dispute with respect to any contract listed on the Contracts Schedule. The Companies have made available to the Purchaser true and correct copies of each contract required to be listed on the Contracts Schedule, together with all amendments, modifications or supplements thereto.

Contracts and Commitments. (a) Except as set forth on the Contracts ScheduleSchedule 2.12, neither the Company is not nor any of its Subsidiaries are a party to any: or otherwise obligated under any of the following, whether written or oral: (i) collective bargaining Any contract, agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis purchase order providing for base compensation in excess of $140,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (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 $50,000; (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 $50,000; (ix) contract for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $150,000; (x) contract for the sale of products or services the provision of services, in any such case, by the Company and any of its Subsidiaries to any other Person; (ii) Any single contract or purchase order providing for an expenditure by the Company and any of its Subsidiaries or any contracts or purchase orders with the same or affiliated vendor(s) providing for an expenditure by the Company and any of its Subsidiaries; (iii) Any contract providing for an expenditure by the Company and any of its Subsidiaries for the purchase, lease or sale of any real property; (iv) Any purchase commitment for materials, supplies or other than purchase orders) under which the undelivered balance of such products items or services has a sale price materially in excess of $150,000 the normal, ordinary, usual and current requirements of the Company and any of its Subsidiaries; (v) Any contract pursuant to which the Company or any of its Subsidiaries is the lessee or sublessee of, or holds or operates, any personal property owned or leased by any other Person or entity; (vi) Any contract pursuant to which the Company or any of its Subsidiaries is the lessor or sublessor of, or permits any third-party to operate, any real or personal property owned or leased by the Company or any of its Subsidiaries or an officer, employee or equityholder of the Company, any of its Subsidiaries or any Affiliate thereof; (vii) Any revocable or irrevocable power of attorney granted to any Person for any purpose whatsoever; (viii) Any loan agreement, indenture, promissory note, conditional sales agreement, mortgage, security agreement, pledge, letter of credit arrangement, guarantee, endorsement, assumption, indemnity, surety, foreign exchange contract, commodity contract, interest rate or other derivative contract, accommodation or other similar type of contract or agreement, and in any event, including each instrument, contract or agreement evidencing or relating to Indebtedness; (ix) Any arrangement or other agreement which involves (i) a sharing of profits, or (ii) any joint venture, partnership or similar contract or arrangement; (x) Any contract providing for the payment of any Cash or other benefits upon the sale or change of control of the Company and any of its Subsidiaries; (xi) licensing agreement any contract with (A) any Affiliate of the Company or any of its Subsidiaries, including ▇▇▇▇▇▇, or (B) any officer, director, employee, or equityholder of the Company, any of its Subsidiaries or any of its Affiliates, including ▇▇▇▇▇▇; (xii) any contract with an employee, consultant, contractor or other non-employee service provider that (A) provides for annualized compensation, or (B) cannot be terminated by the Company at will without prior notice and without payment of severance or other penalty; (xiii) any contract with respect a staffing company, employee leasing company or professional employer organization pursuant to which the employees of such company or organization provide services to the Company; (xiv) any contract pursuant to which the Company or any of its Subsidiaries have entered into or agreed to enter into any factoring, hedging or similar transactions; (xv) any contract relating to Intellectual Property by which the Company or any of its Subsidiaries (A) licensed to any Person any Company Intellectual PropertyProperty or sublicensed to any Person any Intellectual Property owned by another Person, including (B) is licensed under any agreement with Intellectual Property owned by another Person; (C) settled any current dispute or former employee, consultant released or contractor regarding the appropriation or non-disclosure of was released from any Company claim pertaining to any Intellectual Property, or granted or was the beneficiary of a covenant not to ▇▇▇ or other restrictive covenant or agreement with respect to Intellectual Property; or (xiiD) procured the development of any Intellectual Property; (xvi) any non-competition, non-solicitation, or exclusive dealing agreement restricting the Company or any of its Subsidiaries or any other contract that to the Company's Knowledge contains any covenant that which purports to limit or restrict in any respect (A) the business activity ability of the Company or limit any of its Subsidiaries to solicit customers or employees or (B) the freedom manner in which, or the location in which, all or any portion of the business of the Company or any of its Subsidiaries, is or would be conducted; (xvii) any contract that grants any right of first refusal, right of first offer, right of first negotiation, or similar right with respect to engage any material asset or business of the Company or any of its Subsidiaries or that limits or purports to limit the ability of the Company and any of its Subsidiaries to own or operate any material asset or business; (xviii) any contract that contains a “most favored nation” clause or other term providing preferential pricing or treatment by the Company or any of its Subsidiaries in favor of a third-party; (xix) any line Material Contract or commitment not made in the ordinary course of business business; (xx) any sales agency, sales representation, dealer, consultant, distributorship or franchise agreement that by its terms is not terminable by the Company or any of its Subsidiaries without cost or penalty upon thirty (30) days’ notice or less; or (xxi) any other contract or commitment having a value, or requiring the payment any amount which is not cancelable without penalty on ninety (90) days’ notice or less and which is not specifically described on any other Schedule to compete with any Personthis Agreement. (b) Except asEach contract, individually agreement, instrument or in document which requires the aggregate, would not reasonably be expected to have a Material Adverse Effect, as consent or approval of any third-party (i) for the consummation of the date hereoftransactions contemplated hereby or (ii) to prevent a breach of or default under, a termination or modification of, or acceleration of the terms of, any contract, agreement or document, is set out on Schedule 2.12 and identified with an asterisk (*) thereon. (c) All of the contracts, agreements, instruments and documents set forth or required to be set forth on Schedule 2.12 (each, a “Material Contract”) are valid, binding and enforceable against the Company or any of its Subsidiaries and, to the Company’s Knowledge, each other party thereto in accordance with their respective terms (except as such enforceability may be limited by Laws of general application relating to bankruptcy, insolvency and relief of debtors and general principles of equity). The Company is not in material default under or in breach of, in each case, nor in receipt of any contract listed on written claim of such default or breach, under any Material Contract. No event has occurred which with the Contracts Schedulepassage of time or the giving of notice or both would result in a default, andbreach or event of noncompliance, to in each such case, by the Knowledge of Company under any such Material Contract. To the Company’s Knowledge there is no cancellation, anticipated or threatened cancellation, or any breach by the other party parties to any Material Contract. The Company and its Subsidiaries have no present expectation or intention of not fully performing on a timely basis all such obligations required to be performed by the Company or its Subsidiaries under any such Material Contract. The Company has provided a true and complete copy of each of the contracts listed on written Material Contracts (or a representative form used in the Contracts Schedule in not in material default thereunderordinary course of business and copies of each Material Contract that materially deviates from such form) and an accurate description of each of the oral Material Contracts.

Contracts and Commitments. (a) Except as set forth on Schedule 4.15(a) of the Contracts Parent Disclosure Schedule, none of Parent, the Company Parent Subsidiaries nor any of the entities listed on Schedule 4.1(b) of the Parent Disclosure Schedule is not a party to any: or bound by any of the following: (i) collective bargaining agreement any Contract that provides for post-employment or contract with any labor union; post-consulting liabilities or obligations, including severance pay; (ii) bonusany Contract under which payments or obligations will be increased, pensionaccelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any of the transactions contemplated by this Agreement, profit sharingincluding the Merger, retirement or other form under which the value of deferred compensation planthe payments or obligations will be calculated on the basis of any of the transactions contemplated by this Agreement, other than as set forth including the Merger, whether pursuant to a change in Section 3.14 control or the Employee Benefits Schedule; otherwise; (iii) stock purchaseany Contract currently in force relating to the disposition or acquisition of assets where the fair market value of such assets exceeds $100,000, stock option or similar plan; in each case other than inventory sold in the ordinary course of business; (iv) contract for the employment of any officerContract relating to an ownership interest in any corporation, individual employee partnership, joint venture or other person on a fullbusiness enterprise or Person, excluding wholly-time or consulting basis providing for base compensation in excess of $140,000 per annum; owned Parent Subsidiaries; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (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 $50,000; (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 $50,000; (ix) contract Contract for the purchase of products materials, supplies, equipment or services, under which the undelivered balance aggregate payments made to one party or group of such products and services has related parties after during the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed, $100,000; (vi) any Contract relating to the guarantee (whether absolute or contingent) by Parent or any of the Parent Subsidiaries of (A) the performance of any other Person (other than Parent or a selling price in excess wholly-owned Parent Subsidiary) or (B) the whole or any part of $150,000; the indebtedness or liabilities of any other Person (other than Parent or a wholly-owned Parent Subsidiary); (vii) any Contract relating to the indemnification by Parent of its officers, directors, managers or agents; (viii) any material Contract of indemnification or guaranty; (ix) any power of attorney authorizing the incurrence of an obligation on the part of Parent or the Parent Subsidiaries; (x) any Contract which limits or restricts (A) where Parent or any of the Parent Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which Parent or any of the Parent Subsidiaries may engage or (C) any acquisition of assets or stock (tangible or intangible) by Parent or any of the Parent Subsidiaries; (xi) any Contract under which the aggregate payments or receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed, $100,000; (xii) any Contract for the borrowing or lending of money, or the availability of credit (except credit extended by Parent or any of the Parent Subsidiaries to customers in the ordinary course of business and consistent with past practice); (xiii) any Contract relating to any hedging, option (other than options granted to service providers in connection with the performance of services), derivative or other similar transaction and any foreign exchange position or contract for the sale exchange of products or services currency; (other than purchase ordersxiv) under which the undelivered balance of such products or services has a sale price in excess of $150,000 any collective bargaining agreements; (xixv) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that Contract relating to the Company's Knowledge contains employment of individuals who serve as officers of Parent or any covenant Parent Subsidiary; or (xvi) any Contract that purports would otherwise be required to restrict be filed as an exhibit to a periodic report under the business activity Exchange Act, as provided by Item 601 of Regulation S-K promulgated under the Exchange Act. Each Contract of the Company or limit the freedom type described in this Section 4.15(a) and in existence as of the Company date hereof is referred to engage in any line of business or to compete with any Personherein as a “Parent Contract”. (b) Except asAn accurate and complete copy of each Parent Contract (including all amendments thereto) has been made available to the Company. (c) Neither Parent nor any of the Parent Subsidiaries, individually nor, to the knowledge of Parent, any other party to a Parent Contract, is in material breach, violation or in default under, or has received written notice that it has breached, violated or defaulted under (nor, to the aggregateknowledge of Parent, does there exist any condition under which, with the passage of time or the giving of notice or both, would not reasonably be expected to have cause such a Material Adverse Effectbreach, as violation or default under), any Parent Contract material to the operation of the date hereofParent’s business. (d) Each Parent Contract is a valid, the Company is not in material default under binding and enforceable obligation of Parent and any contract listed on the Contracts Schedule, applicable Parent Subsidiary and, to the Knowledge knowledge of the CompanyParent, of the other party or parties thereto, in accordance with its terms and is in full force and effect, in each case except to each the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally or by general equitable principles or by principles of the contracts listed on the Contracts Schedule good faith and fair dealing (regardless of whether enforcement is sought in not in material default thereunderequity or at law).

Contracts and Commitments. (a) Except as set forth on the attached Contracts Schedule, neither the Company nor the Subsidiary is not a party to any: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or on the attached Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan, other than as set forth on the attached Capital Stock Schedule; (iv) contract for the employment of any officer, individual employee officer or other senior management person on a full-time or consulting basis providing for base compensation in excess of $140,000 per annumbasis, other than as set forth on the attached Employee Benefits Schedule; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (lien on any material asset of the Company or the Subsidiary, other than a Permitted Lien) as set forth on any portion of the assets of Latest Balance Sheet or on the Companyattached Liens Schedule; (vi) guaranty of any material obligation for borrowed money or other guaranty of an obligation in excess of $100,000material 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 $50,000150,000; (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 $50,000150,000; (ix) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $150,000; (x) contract or group of related contracts with the same party for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale sales price in excess of $150,000 150,000; (xi) licensing agreement contract which prohibits the Company or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or Subsidiary from freely engaging in business anywhere in the world; (xii) contract that relating to the acquisition or licensing of any material patent, trademarks, service mark, ▇▇ade name or copyright or any franchise license, royalty agreements or similar contracts; (xiii) contracts or other agreements for the grant to any person of any preferential rights to purchase any of the Company's Knowledge contains or Subsidiary's assets (other than inventory), properties or business; (xiv) contracts or other agreements under which the Company or the Subsidiary agrees to share any covenant that purports liability for Taxes with any person; (xv) contracts or other agreements relating to restrict the acquisition by the Company or the Subsidiary of any operating business activity or the capital stock of any person; or (xvi) contracts or other agreements for the payment of fees or other consideration to any officer or director of the Company or limit the freedom Subsidiary or any other entity in which any of the Company to engage in any line of business or to compete with any Person.foregoing has an interest. 20 (b) Except asBuyer either has been supplied with, individually or in has been given access to, a true and correct copy of all written contracts which are referred to on the aggregateContracts Schedule, would not reasonably be expected together with all material amendments, waivers or other changes thereto. (c) Neither the Company nor the Subsidiary nor, to have a Material Adverse Effect, as the knowledge of the date hereofCompany, the Company any other party to such contract, is not in material breach of or default under any contract listed on the Contracts Schedule, and, to the Knowledge knowledge of the Company, there does not exist under any thereof any event which, with the other party giving of notice or the lapse of time, would constitute such a breach or default, except for such breaches, defaults and events as to each of which requisite waivers or consents have been obtained or which would not, in the contracts listed on the Contracts Schedule in not in material default thereunderaggregate, have a Material Adverse Effect.

Contracts and Commitments. (a) Except To the knowledge of the Seller, except as set forth on the Contracts Disclosure Schedule, the Company Seller is not a party to or bound by any: : (i) 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 or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base compensation in excess or contract relating to loans to officers, directors or other Insiders; each with an annual value of $140,000 per annum; 100,000.00; (viii) contract under which the Seller has advanced or loaned any other Person any amounts greater than $50,000.00, other than in the Ordinary Course of Business; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a material Lien (other than a Permitted Lien) on any portion of the assets of the Company; Purchased Asset; (viv) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; obligation; (viivi) lease or agreement under which it the Seller is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $50,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real personal property owned or personal, for which controlled by the annual rental exceeds Seller with a value greater than $50,000; 50,000.00; (ixvii) contract for or group of related contracts (excluding purchase orders issued or received in the purchase Ordinary Course of products Business) with the same party or services, under group of affiliated parties the performance of which the undelivered balance of such products and services has a selling price involves consideration in excess of $150,000; 100,000.00; (viii) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Proprietary Rights) other than licenses associated with “off-the-shelf” or “shrink-wrap” software; (ix) brokers or finders agreements; (x) contract for or agreement prohibiting it from freely engaging in the sale of products or services restaurant business anywhere in California; or (xi) any other agreement, other than purchase orders) under in the Ordinary Course of Business, which the undelivered balance of such products is material to its operations and business prospects or services has involves a sale price receipt or expenditure in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person100,000.00 annually. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as All of the date hereofAssigned Contracts are, to the knowledge of the Seller, valid, binding and enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and as limited by general principles of equity that restrict the availability of equitable remedies. Except as set forth on the Disclosure Schedule, to the knowledge of the Seller, (i) the Company is has performed all material obligations required to be performed by it under any Assigned Contract, (ii) has not in received a written notice of material default under or written claim of breach of any contract listed Assigned Contract and (iii) 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 by the Company or any other party under any Assigned Contract. Except as set forth on the Contracts Disclosure Schedule, and, to the Knowledge knowledge of the CompanySellers, (x) the Seller has not received written notice of the intention of any Party to cancel or terminate any Assigned Contract and (y) there has not been any breach or anticipated breach by the other party parties to each any Assigned Contract. (c) The Seller has provided the Purchaser with a true and correct copy of the all written contracts listed that are disclosed on the Contracts Disclosure Schedule, in each case together with all amendments, waivers, or other changes thereto (all of which are disclosed on the Disclosure Schedule). The Disclosure Schedule in not in contains an accurate and complete description of all material default thereunderterms of all oral contracts referred to therein or the Seller has delivered to the Purchaser a written description of such terms.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement and the Related Agreements or as set forth on the attached "Contracts Schedule," as of the Closing, the Company is not a party to any: any written: (iA) collective bargaining agreement 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 or arrangement, or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivB) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 50,000 or contract relating to loans to officers, directors or affiliates; (vC) contract under which the Company has advanced or loaned any other Person amounts in the aggregate exceeding $25,000; (D) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any portion material asset or material group of the assets of the Company; ; (viE) guaranty guarantee of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; 25,000; (viiF) lease or agreement under which it the Company is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 25,000; (viiiG) lease or agreement under which it the Company is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company; (ixH) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which involves payment obligations on the undelivered balance part of such products and services has a selling price the Company in excess of $150,000; 25,000; (xI) contract assignment, license, indemnification or agreement with respect to any material intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information) but excluding shrink-wrap licenses for the sale internal use by the Company of off-the-shelf software; (J) warranty agreement with respect to its services rendered or its products sold or services leased (other than purchase ordersthe warranty provided to all customers on the Company's Website); (K) agreement under which it has granted any Person any registration rights (including piggyback rights); (L) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee; (M) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the undelivered balance world (other than covenants contained in agreements listed on the Contracts Schedule); (N) any other agreement not in the ordinary course of such products business which is material to its operations or services has a sale price involves payment obligations on the part of the Company in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person25,000 annually. (b) Except asTo the Company's knowledge, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as all of the date hereofcontracts, agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. The Company has performed all material obligations required to be performed by it and is not in material default under or in material breach of nor in receipt of any contract listed on claim of default or breach under any material contract, agreement or instrument to which the Contracts Schedule, and, Company is subject; to the Knowledge Company's knowledge, no event has occurred which with the passage of time or the Companygiving of notice or both would result in a material default, the other party to each breach or event of the contracts noncompliance under any material contract, agreement or instrument listed on the Contracts Schedule in except to the extent that such breach or non-compliance will not in have a material default thereunderadverse effect on the Company's financial condition, operating results, assets or operations; the Company does not have any present expectation or intention of not performing all such obligations; the Company has no knowledge of any breach or anticipated breach by the other parties to any material contract or commitment to which it is a party except to the extent that such breach or non-compliance will not have a material adverse effect on the Company's financial condition, operating results, assets or operations.

Contracts and Commitments. (ai) Except as set forth on expressly contemplated by this Agreement as of the Contracts Schedule, Closing the Company is will not be a party to any: to, or bound by, any currently effective written or oral: (iA) collective bargaining agreement or any contract with any labor union; ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivB) contract for the employment of any officer, individual employee employee, or other person or entity on a full-time time, part-time, consulting or consulting other basis providing for base compensation which, in excess any way, restricts or limits its right to terminate such contract at will (other than the existence of $140,000 per annum; any law, public policy, or any oral discussions, or oral statements of policy which might, under current law, be interpreted as imposing upon the Company any covenant of good faith and fair dealing, or otherwise generally restrict the Company's ability to terminate its employees other than on an "at-will" basis or within sixty (v60) days following delivery of such notice); (C) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging pledging, transfer of a security interest, or otherwise placing a Lien (other than a Permitted Lien) lien on any portion material asset or material group of the assets of the Company; ; (viD) guaranty guarantee of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; obligation; (viiE) lease or agreement under which it is the lessee of, of or holds or operates any personal property owned by any other party, for which the annual rental exceeds $50,000; (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 $50,000; (ix) contract for the purchase of products owned by any other party, other than leases or services, agreements under which the undelivered balance aggregate annual rental payments of such products and services has a selling price the Company do not, in the aggregate, exceed $25,000; (F) agreement or group of related agreements with the same party or any group of parties who are affiliated, which requires an aggregate payment by or to the Company in an amount in excess of $150,000; (x) contract for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Propertypurchase or sales orders in the ordinary course of business, including $50,000, and (y) with respect to any other contracts, $25,000; (G) warranty agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company with respect to services provided or limit products sold, licensed or leased by the freedom Company as seller, licensor or lessor; (H) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (I) any other agreement which in the best judgment of the Company is material to engage in any line of business or to compete with any Personits business. (bii) Except asThe Company has performed in all material respects all obligations required to be performed by it and is not in default under, or in material breach of, or after due inquiry, in receipt of any claim of default under or breach of, any material agreement, to which it is a party or to which its assets are subject; the Company has no present expectation or intention of not fully performing all such obligations; the Company does not have any knowledge of any material breach or anticipatory breach by the other parties to any material contract or commitment, to which it is a party or to which any of its assets is subject; and the Company is not a party to any contract or contracts which, either individually or in the aggregate, would not are reasonably be expected likely to have result in a Material Adverse Effect, as of material loss to the date hereof, the Company Company. There are no warranty claims or other uninsured claims under completed contracts which is reasonably likely to involve a material monetary liability which is not reserved against in material default under any contract listed on the Contracts Schedule, and, to Financial Statements. (iii) To the Knowledge best knowledge of the Company, no officer of the other Company is a party to any oral or written contract which prohibits, or materially restricts or limits his performance of his duties or the fulfillment of his obligations as an employee and an officer of the Company. (iv) A true and correct copy of each of the written contracts listed on referred to in the Contracts Disclosure Schedule and a description of the oral contracts which are referred to in not in material default thereunder.the Disclosure Schedule, together with any amendments, waivers or other changes thereto, have been supplied to the Investors' special counsel, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement or except as set forth on the Contracts ScheduleSchedule or the Benefit Plans Schedule attached hereto, neither the Company nor any of its Subsidiaries is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract with any labor union; ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual officer or key employee or other person on a full-time or consulting basis providing for base compensation in excess any severance agreements requiring payment of $140,000 per annum; more than three (v3) months salary; (iii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of its assets; (iv) contract under which the assets Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the Company; aggregate exceeding $100,000; (v) agreements with respect to the lending or investing of funds; (vi) agreement under which the Company or any of its Subsidiaries has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (vii) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; , other than endorsements made for collection; (viiviii) management, consulting, advertising, marketing, promotion, technical services, advisory or other contract or other similar arrangement relating to the design, marketing, promotion, management or operation of the Business requiring payments in excess of $100,000; (ix) outstanding powers of attorney executed on behalf of the Company; (x) lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for which the annual rental exceeds payments in excess of $50,000; 100,000 annually; (viiixi) 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 $50,000; (ix) contract for the purchase of products owned or services, under which the undelivered balance of such products and services has a selling price in excess of $150,000; (x) contract for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or controlled by it; (xii) contract that to or group of related contracts with any of the Company's Knowledge contains any covenant that purports or its Subsidiaries' 10 largest customers (based on net revenues for the six months ending June 30, 1999) (the "Top Customer Contracts"); (xiii) confidentiality agreement or similar arrangement, other than those with employees and customers entered into in the ordinary course of business; (xiv) contract relating to restrict the business activity supply, sale or distribution of the Company Company's or limit its Subsidiaries' products or services by a third party; (xv) contract which prohibits it from freely engaging in business anywhere in the freedom world other than customer contracts entered into in the ordinary course of business; (xvi) other agreement material to it whether or not entered into in the Company to engage in any line ordinary course of business or to compete consistent with any Personpast practice. (b) Except asas disclosed on the Contracts Schedule, individually (i) no contract or in commitment required to be disclosed on the aggregate, would not reasonably be expected to have a Material Adverse Effect, as of Contracts Schedule has been breached or canceled by the date hereof, other party and neither the Company is nor the Stockholder has Knowledge of any anticipated breach by any other party to any contract set forth on the Contracts Schedule, (ii) no customer or supplier has indicated in writing or orally to the Company, any of its Subsidiaries or the Stockholder that it shall stop or materially decrease the rate of business done with the Company or any of its Subsidiaries or that it desires to renegotiate its contract or current arrangement with the Company or any of its Subsidiaries, (iii) the Company and each of its Subsidiaries have performed all the material obligations required to be performed by them in connection with the contracts or commitments required to be disclosed on the Contracts Schedule and are not in material default under or in material breach of any contract listed or commitment required to be disclosed on the Contracts Schedule, andand 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 thereunder, (iv) neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing any obligation pursuant to any contract set forth on the Contracts Schedule, and (v) each agreement is legal, valid, binding, enforceable and in full force and effect and will continue as such following the consummation of the transactions contemplated hereby. (c) The Company has provided the Purchaser with a true and correct copy of all written contracts which are required to be disclosed on the Contracts Schedule, in each case together with all amendments, waivers or other material changes thereto (all of which are disclosed on the Contracts Schedule). The Contracts Schedule contains an accurate and complete description of all material terms of all oral contracts referred to therein. The Company is not a party to any materially adverse or illegal contract or commitment. The revenues received by the Company and its Subsidiaries in the six months ending June 30, 1999 with respect to the Knowledge Top Customer Contracts represents at least 45% of the Company, the other party to each of the contracts listed on the Contracts Schedule in not in material default thereunder's and its Subsidiaries' net revenues for such period.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule," as of the Closing, the Company is not a party to any: any written or oral: (ia) collective bargaining agreement 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 or arrangement, or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 50,000 or contract relating to loans to officers, directors or affiliates; (vc) contract under which the Company has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any portion material asset or material group of the assets of the Company; ; (vie) guaranty guarantee of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; 50,000; (viif) lease or agreement under which it the Company is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; ; (viiig) lease or agreement under which it the Company is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company; (ixh) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which the undelivered balance of such products and services has involves a selling price consideration in excess of $150,000; 50,000; (xi) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including piggyback rights); (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee; (m) contract for or agreement prohibiting it from freely engaging in any business or competing anywhere in the sale of products world; or (n) any other agreement which is material to its operations and business prospects or services (other than purchase orders) under which the undelivered balance of such products or services has involves a sale price consideration in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person50,000 annually. (bii) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as All of the date hereofcontracts, the Company is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of the Company, the other party to each of the contracts listed agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in not accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in material default thereunder.a proceeding at law or in

Contracts and Commitments. (a) Except as set Schedule 3.9(a) sets forth on a complete and correct list of the Contracts Schedulefollowing Contracts, to which the Company or any of its Subsidiaries is party or by which any of their respective assets or properties are bound (together with each other Contract made available to Purchaser to which the Company or any of its Subsidiaries is a party or by which any of its respective assets or properties are bound, collectively, the Company is not a party to any: “Material Contracts”): (i) any collective bargaining agreement or contract other Contract with any labor union; ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract any Contract for the employment or engagement of any officer, officer or individual employee or other person individual independent contractors on a full-time or consulting part-time basis providing for base annual compensation in excess of $140,000 per annum; 250,000; (viii) agreement any Contract providing for change in control benefits or indenture a retention bonus, transaction completion bonus, or other similar payment, including as a result of this Agreement or the transactions contemplated by this Agreement; (iv) any Contract relating to the borrowing incurrence, assumption or guarantee of money any Indebtedness or to mortgaging, pledging or otherwise placing imposing a Lien (other than a Permitted Lien) on any portion of the assets or properties of the Company; Company or any of its Subsidiaries; (viv) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (vii) lease or agreement under which it the Company or any of its Subsidiaries is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds payments exceed $50,000; 250,000; (viiivi) any lease or agreement under which it the Company or any of its Subsidiaries is lessor of of, or permits any third party to hold or operate any property, real personal property owned or personalcontrolled by the Company or any of its Subsidiaries, for which the annual rental exceeds payments exceed $50,000; 250,000; (vii) any Lease; (viii) any Contract with a Material Customer or a Material Supplier; (ix) contract any partnership, joint venture, shareholder, investment, or similar Contract involving the sharing of profits; (x) any Contract providing for any commitment with respect to any capital expenditures of the purchase Company or any of products or services, under which the undelivered balance of such products and services has a selling price its Subsidiaries that are in excess of $150,000; (x) contract for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 500,000; (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity Contract containing covenants of the Company or limit any of its Subsidiaries prohibiting or limiting the freedom right of the Company or any of its Subsidiaries to engage (A) compete in any line of business, (B) acquire any product or other asset or any services from any Person, (C) sell, transfer, pledge, or otherwise dispose of any product or other asset, (D) perform any services for any Person, (E) solicit the services or employment of any Person, or (F) prohibit or restrict the ability to conduct business or to compete with any PersonPerson or in any geographical area; (xii) any Contract for the disposition of any material assets or properties of the Company and its Subsidiaries, outside the Ordinary Course of Business; (xiii) any agreements relating to any completed material business acquisition by the Company or any of its Subsidiaries (x) since the Acquisition Date, or (y) pursuant to which the Company or any of its Subsidiaries has any continuing obligations; (xiv) any Contract or plan (including any profits interest, stock option, merger and/or stock bonus plan) for the issuance, sale, grant, exercise, award, purchase, repurchase or redemption, vesting, or voting of any of the Capital Stock of the Seller or any of its Affiliates, or the grant of a profits interest, stock option, or similar equity interest, or any warrants, convertible notes, or other rights to purchase or otherwise acquire any such Capital Stock or other securities, or options, warrants, or other rights therefor, related to or for the benefit of any employee of the Company or any of its Subsidiaries; (xv) material license agreement granting a third party a license to material Intellectual Property owned by the Company or any of its Subsidiaries, or otherwise relating to the use in the Business of any third party Intellectual Property; (xvi) material license agreement granting the Company or any of its Subsidiaries a license to material Intellectual Property owned by a third party that is or held for use in the Business (“Licensed Intellectual Property”), excluding any licenses for commercially and widely available unmodified off-the-shelf software; (xvii) any Contract relating to loans to any employee of the Company or any of its Subsidiaries, director or other individual service provider (other than loans and advances under a Tax qualified retirement plan in the Ordinary Course of Business); (xviii) any Contract relating to the settlement or conciliation of any Action in the last three years and providing for payment by the Company or an of its Subsidiaries of more than $250,000 or pursuant to which the Company or an of its Subsidiaries will have any outstanding monetary obligation after the date of this Agreement; (xix) any Affiliate Agreement; (xx) any other Contract or group of related Contracts reasonably expected to result in the payment to the Company or any of its Subsidiaries by any other Person of more than $1,000,000 in any twelve (12) month period; and (xxi) any other Contract or group of related Contracts reasonably expected to result in the payment by the Company or any of its Subsidiaries to any Person of more than $1,000,000 in any twelve (12) month period. (b) Except asThe Company has made available to the Purchaser a complete and correct copy of all written Contracts which are referred to on Schedule 3.9(a), individually together with all amendments, exhibits, annexes, schedules or other supplements thereto, and the Company has made available to Purchaser a complete and correct summary of the material terms of any oral Contracts which are referred to on Schedule 3.9(a). (c) Neither the Company nor any of its Subsidiaries is in default in any material respect under any Material Contract. Each Material Contract is in full force and effect and is the aggregatevalid, legal and binding obligation on the Company or the Company’s Subsidiary that is a party to it and enforceable in accordance with its terms against the Company or such Subsidiary and, to the Company’s knowledge, each other party thereto, subject to the Bankruptcy Equity Exception. The Company and its Subsidiaries and their respective Affiliates and, to the Company’s knowledge, each other party thereto, are not in default or breach in any material respect of its obligations under any Material Contract, and to the Company’s knowledge, no event has occurred which, with or without notice, lapse of time, or both, would not reasonably be expected to have result in a Material Adverse Effect, as of the date hereof, the Company is not in material breach or default under any contract listed Material Contract, or give any Person the right to cancel, modify, or terminate any Material Contract. Except as set forth on Schedule 3.8(c), none of the Contracts ScheduleCompany or any of its Subsidiaries has provided, andor has received any written or, to the Knowledge Company’s knowledge, oral, notice of the Companytermination, the other party cancellation, non-renewal or material modification with respect to each of the contracts listed on the Contracts Schedule in not in material default thereunderany Material Contract.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the Contracts Schedulein Schedule 3.9, the Company is Companies are not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract Contract with any labor union; (ii) union or any bonus, commissions, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) incentive plan or any stock purchase, stock option option, hospitalization insurance or similar plan; plan or practice; (ivii) contract Contract for the employment of any officer, individual employee or other person Person on a full-time time, consulting or consulting independent contractor basis providing for base compensation in excess of $140,000 per annum; or any severance agreements or change-of-control agreements; (viii) agreement or indenture Contract relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien (on any of its assets, other than a Permitted LienEncumbrance; (iv) on Contract with respect to the lending or investing of funds (other than accounts receivable incurred in the Ordinary Course of Business); (v) Contract for the purchase of products, Inventory, supplies, equipment, machinery, other tangible personal property or services by the Companies, under which the undelivered balance of such products, Inventory, supplies, equipment, machinery, other personal property or services has an aggregate price or other cost in excess of US $50,000; (vi) Contract with any portion customer of the Companies that has generated at least US $50,000 of net revenue to the Companies during the nine-month period ended September 30, 2017 under which the customer has a remaining payment obligation in excess of US $10,000; (vii) Contract or purchase order for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Companies of the Company; an amount in excess of US $50,000; (viviii) license or royalty Contracts, or management, consulting, or advisory contracts; (ix) guaranty of any obligation obligation, other than endorsements made for borrowed money or other guaranty of an obligation in excess of $100,000; collection; (viix) lease or agreement Contract under which it any of the Companies is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for which payments by the annual rental exceeds $50,000; (viii) lease relevant Company or agreement under which it any of the Companies is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $50,000; (ix) contract for the purchase of products owned or services, under which the undelivered balance of such products and services has a selling price in excess of $150,000; (x) contract for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 controlled by it; (xi) licensing agreement Contract or other contract group of related Contracts with respect to Company Intellectual Propertythe same party continuing over a period of more than six months from the date or dates thereof, including any agreement with any current not terminable by it on 60 days or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or less notice without penalties (except leases for real property); (xii) contract that Contract relating to the Company's Knowledge contains ownership of or investments in any covenant that purports to restrict the business activity or enterprise (including, but not limited to, investments in joint ventures and minority equity investments); (xiii) Contract which prohibits any of the Company Companies from freely engaging in business anywhere in the world; (xiv) Contract relating to the distribution, marketing, advertising or limit the freedom sales of any of the Company Companies’ products and/or services; (xv) Contract pursuant to engage which it subcontracts work to third parties; (xvi) powers of attorney existing and in force and effect as of the Closing Date; (xvii) Contract relating to the acquisition or sale of the Business (or any line material portion thereof) or all or a material portion of business the assets of the Companies; (xviii) Contract relating to Transferred Proprietary Rights except as set forth in Schedule 3.10; (xix) customer Contract containing most-favored-nations pricing provisions; (xx) supplier or customer Contract containing minimum volume requirements or guarantees; (xxi) Contract material to compete the Business and providing for joint research, design or development; (xxii) Contract involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute with a value of greater than US $200,000; or (xxiii) other Contract material to any Personof the Companies and not entered into in the Ordinary Course of Business. (b) Except asas disclosed in Schedule 3.7(b) or Schedule 3.9, individually (i) to the Knowledge of Sellers, no Contract disclosed on Schedule 3.7(b) or in the aggregateSchedule 3.9 (each, would not reasonably be expected to have a “Material Adverse Effect, as of the date hereofContract” and collectively, the Company is not in material default under any contract listed on “Material Contracts”) has been materially breached or canceled by the Contracts Schedule, other party and, to the Knowledge of the CompanySellers, the there is no anticipated material breach by any other party to each any Material Contract, (ii) the Companies have performed all the material obligations required to be performed by them under the Material Contracts to the extent required to be so performed as of the contracts listed on date hereof or as of the Contracts Schedule in Closing Date and are not in material default thereunderunder or in material breach of any Material Contract and, to the Knowledge of Sellers, no event or condition has occurred or arisen which with the passage of time or the giving of notice or both would result in a material default or material breach thereunder by any of the Companies, (iii) the Companies do not have a present expectation or intention of not fully performing any obligation pursuant to any Material Contract, and (iv) each Material Contract is legal, valid, binding, enforceable and in full force and effect and will continue as such following the consummation of the transactions contemplated hereby, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Law affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (c) During the two-year period ending on the date of this Agreement, the Companies have not used any name or names under which they have invoiced account debtors, maintained records regarding its assets or otherwise conducted business, other than the names set forth on Schedule 3.9.

Contracts and Commitments. Section 4.09(a) of the Stockholders Disclosure Schedule sets forth a complete list of all (a) Except as set forth on employment, severance, termination, consulting and retirement agreements to which Holdings or any of the Contracts Schedule, the Company Holdings Subsidiaries is not presently a party to any: or by which Holdings or any of the Holdings Subsidiaries is bound (ithe "Benefit Arrangements"), (b) collective bargaining agreement or contract with any labor union; agreements, (iic) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; agreements (iiiincluding leases) stock purchase, stock option or similar plan; (iv) contract which provide for the employment of any officer, individual employee or other person on a full-time or consulting basis providing for base compensation in excess of $140,000 per annum; (v) agreement or indenture relating to the borrowing of money aggregate future payments by or to mortgaging, pledging Holdings or otherwise placing a Lien (other any Holdings Subsidiary of more than a Permitted Lien) $250,000 which are not terminable by Holdings or any Holdings Subsidiary on any portion of the assets of the Company; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (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 $50,000; (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 $50,000; (ix) contract for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $150,000; (x) contract for the sale of products or services less than ninety days' notice without penalty (other than purchase ordersorders entered into in the ordinary course of business), (d) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit agreements containing covenants limiting the freedom of the Company Holdings or any Holdings Subsidiary to engage compete with any person in any line of business or to compete in any area or territory, (e) license agreements, (f) indentures, mortgages and notes or other debt instruments evidencing indebtedness, (g) agreements with any Person. Stockholder or any Affiliate of a Stockholder (bexcluding Holdings and the Holdings Subsidiaries), (h) agreements under which it has advanced or loaned any amount to any of its directors or officers other than in the ordinary course of business, (i) guarantees of any obligations for borrowing or performance, (j) agreements or arrangements for the sale or lease of any of its assets other than in the usual, regular and ordinary course of business, (k) agreements or other arrangements for the purchase of any real estate, machinery, equipment, or other capital assets in excess of $250,000, (l) agreements or arrangements pursuant to which it is or may be obligated, contingent or otherwise, on account of or arising out of prior acquisitions or sales of businesses or assets, (m) leases or other agreements for the use of personal property with rent in excess of $250,000 per year, (n) agreements or arrangements for the future purchase of materials, supplies, services, merchandise or equipment parts in excess of $250,000, or (o) agreements or arrangements relating to cleanup, abatement or other actions in connection with environmental liabilities (collectively, the "Contracts") to which Holdings or any Holdings Subsidiary is a party. Each Contract listed or required to be listed in Section 4.09(a) of the Stockholders Disclosure Schedule is valid, binding and enforceable against Holdings or any Holdings Subsidiary and the other parties thereto in accordance with its terms and is in full force and effect, except where the failure to be so valid, binding and enforceable or in full force and effect would not have a Holdings Material Adverse Effect. Each of Holdings and the Holdings Subsidiaries has performed all material obligations required to be performed by it to date under each of the Contracts. Except asas set forth in Section 4.09(b) of the Stockholders Disclosure Schedule, individually Holdings and the Holdings Subsidiaries are not in default under any of the Contracts (nor has any event occurred which, with notice or lapse of time or both, would constitute a default), except such defaults which, in the aggregate, would are not reasonably be expected likely to have a Holdings Material Adverse Effect, as . Except pursuant to the express provisions of the date hereof, instruments set forth in Section 4.09(c) of the Company is not in material default under any contract listed on the Contracts Stockholders Disclosure Schedule, and, neither Holdings nor any Holdings Subsidiary is a party to any agreement which would require any payment to be made by Holdings or any Holdings Subsidiary to any other party in connection with the Knowledge consummation of the Company, transactions contemplated by this Agreement (either alone or upon the other party to each occurrence of the contracts listed on the Contracts Schedule in not in material default thereunderany additional acts or events).

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule," as of the Closing, neither the Company nor any Subsidiary is not a party to any: any written or oral: (ia) collective bargaining agreement 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 or arrangement, or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 100,000 or contract relating to loans to officers, directors or affiliates; (vc) contract under which the Company or a Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (d) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any portion material asset or material group of the assets of the Company; Company and its Subsidiaries; (vie) guaranty guarantee of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; obligation; (viif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 25,000; (viiig) lease or agreement under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company or any Subsidiary; (ixh) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which the undelivered balance of such products and services has involves a selling price consideration in excess of $150,000; ; (xi) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreements under which it has granted any Person any registration rights (including piggyback rights); (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee except employment agreements terminable at will; (m) contract for or agreement prohibiting it from freely engaging in any business or competing anywhere in the sale of products world; and (n) any other agreement which is material to its operations and business prospects or services (other than purchase orders) under which the undelivered balance of such products or services has involves a sale price consideration in excess of $150,000 annually. (xiii) licensing The Company and each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any material contract, agreement or other contract with respect instrument to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of which the Company or limit any Subsidiary is subject; no event has occurred which with the freedom passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any material contract, agreement or instrument to which the Company or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other parties to engage in any line of business material contract or commitment to compete with which it is a party; and neither the Company nor any PersonSubsidiary is a party to any materially adverse contract or commitment. (biii) Except as, individually or in the aggregate, would not reasonably be expected to have The Purchasers' special counsel has been supplied with a Material Adverse Effect, as true and correct copy of each of the date hereof, written contracts and an accurate description of the Company is not in material default under any contract listed oral contracts which are referred to on the Contracts Schedule, andtogether with all amendments, to the Knowledge of the Company, the waivers or other party to each of the contracts listed on the Contracts Schedule in not in material default thereunderchanges thereto.

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, the Company is not a party to any: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock 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 compensation in excess of $140,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion 3.13 of the assets of the Company; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (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 $50,000; (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 $50,000; (ix) contract for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $150,000; (x) contract for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectDisclosure Schedule sets forth, as of the date hereof, a complete and correct list of every contract, agreement, loan and license ("Contract") that: (i) provides for aggregate future payments by the Company or any Company Subsidiary, or to the Company or any Company Subsidiary, of more than $500,000 and has an unexpired term exceeding one (1) year and may not be canceled upon sixty (60) days' notice without any liability, penalty or premium (excluding purchase and sale orders entered into or incurred in the ordinary course of business); 12 (ii) was entered into by the Company or a Company Subsidiary with a stockholder, Affiliate, officer, director or significant employee of the Company or any Company Subsidiary, or with any Affiliate of any of the foregoing; (iii) is a collective bargaining or similar agreement; (iv) involves an agreement with any bank, finance company or similar organization for Indebtedness of the Company or any Company Subsidiary; (v) restricts the Company or any Company Subsidiary from engaging in any business or activity anywhere in the world; (vi) is an individual consulting agreement or similar contract providing for aggregate annual payments above $100,000 per year; (vii) is a power of attorney (other than a power of attorney given in the ordinary course of business with respect to routine Tax matters); (viii) involves any joint venture or partnership relationship between the Company or any Company Subsidiary and any other Person; (ix) is the principal contract (and not an ancillary or other related agreement) relating to any material acquisition, divestiture, merger or similar transaction that has been executed but has not been consummated or that has been consummated, but contains representations, warranties, covenants, indemnities or other obligations that are still in effect; or (x) is a material License (other than any License to commercially available, off-the-shelf, shrink-wrap, click-wrap or similar Computer Software) by which the Company or any Company Subsidiary is granted any rights in, or grants any rights to, the Company Intellectual Property. (i) There is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of the Company, there has not been claimed or alleged by any Person with respect to any Contract listed in Section 3.13 of the Disclosure Schedule any existing default or event that, with notice or lapse of time or both, would constitute a default or event of default on the part of the Company or any Company Subsidiary or, to the Knowledge of the Company, on the part of any other party thereto, except such defaults, events of default and other events that, individually or in the aggregate, have not had, and would not reasonably be expected to each have, a Company Material Adverse Effect, and (ii) no consent, approval, authorization or waiver from, or notice to, any Governmental Entity or other Person is required in order to maintain in full force and effect any of the contracts Contracts listed on in Section 3.13 of the Disclosure Schedule, other than (A) such consents and waivers that have been obtained and are unconditional and in full force and effect and such notices that have been duly given and (B) such consents, approvals, authorizations, waivers or notices the failure of which to have or give, individually or in the aggregate, have not had, and would not reasonably 13 be expected to have, a Company Material Adverse Effect. Complete and correct copies of all Contracts listed in Section 3.13 of the Disclosure Schedule have been made available to Purchaser. This Section 3.13(b) does not relate to leased real property or interests in not in material default thereunderleased real property, such items being the subject of Section 3.12 hereof.

Contracts and Commitments. (a) Except as set forth on the Contracts ScheduleSchedule 4.12(a), the Company no Seller Entity is not a party to any: : (i) collective bargaining agreement or contract with any labor union; (ii) union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as set forth in Section 3.14 plan or the Employee Benefits Schedule; (iii) any stock purchase, phantom stock, stock appreciation, stock option or similar plan; plan or practice, whether formal or informal, or any severance agreement or arrangement; (ivii) management agreement, contract for the employment of any officer, partner, individual employee or other person on a full-time, part-time or consulting basis or providing for base the payment of any cash or other compensation in excess of $140,000 per annum; 50,000 annually or benefits upon the sale of the Business; (viii) agreement or indenture relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of such Seller Entity’s assets or letter of credit arrangements; (iv) agreements with respect to the assets lending or investing of the Companyfunds; DocuSign Envelope ID: 527E44C1-3B8F-43DC-92D2-5F1F96B5B037 (v) inbound or outbound license or royalty agreements or other contracts with respect to any Proprietary Rights; (vi) guaranty lease or agreement under which such Seller Entity is lessee of or holds or operates any obligation property, real or personal, owned by any other party for borrowed money or other guaranty of an obligation which the annual rental exceeds $25,000 in excess of $100,000; the aggregate; (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 $50,000; (viii) lease or agreement under which it such Seller Entity is lessor of or permits any third party to hold or operate any property, real or personal, for owned or controlled by such Seller Entity; (viii) distributor, vendor, customer or maintenance agreements which the annual rental exceeds $50,000; (ix) contract for the purchase of products or services, under which the undelivered balance of such products and services has a selling price involve consideration in excess of $150,000; 50,000 annually; (ix) other contract or group of related contracts with the same party continuing over a period of more than twelve months from the date or dates thereof, not terminable by such Seller Entity upon thirty (30) days’ or less notice without penalty or involving more than $25,000 in the aggregate; (x) contract for agreement which prohibits such Seller Entity from freely engaging in business anywhere in the sale world or that otherwise restricts any activities of products any Seller Entity (including any co-existence or services (other than purchase orders) under which agreement that restricts the undelivered balance use of such products any Proprietary Rights and any agreements that include “most-favored-nations” or services has a sale price in excess of $150,000 similar provisions); (xi) licensing agreement relating to the marketing, advertising or other contract with respect promotion of such Seller Entity’s products or services; (xii) franchise or agency agreements; (xiii) agreements relating to Company Intellectual Propertyownership of or investments in any business or enterprise, including any investments in joint ventures and minority equity investments; (xiv) agreement with any current Governmental Authority; (xv) agreement not entered into in the Ordinary Course of Business or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that is material to the Company's Knowledge contains any covenant that purports to restrict business, financial condition, results of operations or prospects of such Seller Entity which such Seller Entity makes or receives annual payments of not less than $25,000 in the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete aggregate; or (xvi) agreement with any PersonInsider or any individual related by marriage or adoption to any such Insider or any entity in which any such Person owns any beneficial interest. (b) Except asas specifically disclosed on Schedule 4.12(b), individually or in the aggregate, would not reasonably be expected to have a (i) no Material Adverse Effect, as of the date hereof, the Company is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of the Company, Contract has been cancelled by the other party thereto, or to each the knowledge of the contracts listed on Seller Parties, breached in any material respect by the Contracts Schedule in not in material default thereunder.other party thereto, (ii) each Seller Entity has performed all obligations under each Material Contract required to be performed by such Seller Entity and there DocuSign Envelope ID: 527E44C1-3B8F-43DC-92D2-5F1F96B5B037

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule, " or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is not a party to any: or bound by any written or oral: (i) 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 or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base annual compensation in excess of $140,000 per annum; 100,000 or having a remaining term of 3 years or longer, or contract relating to loans to officers, directors or Affiliates; (viii) contract under which the Company or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $10,000; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company; Company and its Subsidiaries; (viv) guaranty guarantee of any obligation for borrowed money or other guaranty of an obligation in excess of $10,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (vi) 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 party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; ; (vii) lease or agreement under which it is lessee of, the Company or holds or operates any personal property owned by any other party, for which the annual rental exceeds $50,000; (viii) lease or agreement under which it Subsidiary is lessor of or permits any third party to -35- hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company or any Subsidiary; (ixviii) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which the undelivered balance involves payments in any period of such products and services has a selling price 12 consecutive months in excess of $150,000; 100,000; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (x) contract for the sale of warranty agreement with respect to its services rendered or its products sold or services leased; (other than purchase ordersxi) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xii) sales, distribution or franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by the undelivered balance Company or any Subsidiary upon less than 30 days notice without penalty; (xiv) contract, agreement or other arrangement (A) with any officer, director, stockholder, employee or (B) involving an aggregate of such products $50,000 or services has more in any period of 12 consecutive months, with Affiliate, or any Affiliate of any officer, director, stockholder or employee; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xvi) any other agreement which is material to its operations and business prospects or involves a sale price consideration in excess of $150,000 120,000 annually (xi) licensing agreement or other contract with respect to Company Intellectual Property, including excluding any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Personpurchase order involving less than $250,000). (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, the Company is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of the Company, the other party to each of the contracts listed on the Contracts Schedule in not in material default thereunder.

Contracts and Commitments. (a) Except as set forth on Schedule 2.7 hereto lists the Contracts Schedulefollowing agreements, whether oral or written, to which the Company is not a party party, which are currently in effect, and which relate to anythe operation of the Company’s business: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase, purchase or stock option or similar plan; (ivv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis providing or relating to severance pay for base compensation in excess of $140,000 per annumany such person; (vvi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of the Company’s capital stock or the election of directors; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any portion of the assets of the Company; (viix) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000otherwise; (viix) lease or agreement under which it the Company is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds $50,00010,000; (viiixi) lease or agreement under which it the Company is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds $50,00010,000; (ixxii) contract which prohibits the Company from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the purchase payment or receipt of products royalties or services, under which other compensation by the undelivered balance of such products and services has a selling price Company in connection with the intellectual property rights listed in Schedule 2.19(b) hereto; (xiv) contract or commitment for capital expenditures in excess of $150,00010,000; (xxv) contract agreement for the sale of products any capital asset; (xvi) contracts, understandings, arrangements or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract commitments with respect to the acquisition and/or use by the Company of Intellectual Property of others or by others of Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, Property (as defined in Section 2.19 hereof); or (xiixvii) contract that other agreement which is either material to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of ’s business or to compete with any Personwas not entered into in the ordinary course of business. (b) Except as, individually The Company has performed all obligations required to be performed by them in connection with the contracts or commitments required to be disclosed in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, the Company Schedule 2.7 and is not in material receipt of any claim of default under any contract listed on or commitment required to be disclosed under such caption; the Contracts Schedule, and, Company has no present expectation or intention of not fully performing any material obligation pursuant to any contract or commitment required to be disclosed under such caption; and the Company has no Knowledge of the Company, the any breach or anticipated breach by any other party to each of the contracts listed on the Contracts Schedule in not in material default thereunderany contract or commitment required to be disclosed under such caption.

Contracts and Commitments. (a) Except as set forth on the Contracts Scheduleattached CONTRACTS SCHEDULE, none of the Company Companies is not a party to any: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing for base compensation or relating to loans to officers, directors or Affiliates; (iii) contract under which the Companies have advanced or loaned any other Person amounts in excess of the aggregate exceeding $140,000 per annum; 10,000; (viv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company; Companies; (v) Guaranty; (vi) guaranty lease or agreement under which the Companies is lessee of or holds or operates any obligation property, real or personal, owned by any other party, except for borrowed money the Realty Leases and any lease of real or other guaranty of an obligation in excess of personal property under which the aggregate annual rental payments do not exceed $100,000; 10,000; (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 $50,000; (viii) lease or agreement under which it Companies is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the Companies (other than any lease to a subcontractor in the ordinary course of business involving annual rental exceeds consideration of less than $50,000; 10,000 per year); (ixviii) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties the performance of which involves consideration in the undelivered balance of such products and services has a selling price aggregate in excess of $150,000; 10,000, other than purchase and sales orders incurred in the ordinary course of business; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (x) contract for the sale of warranty agreement with respect to its services rendered or its products sold or services leased; (other than purchase ordersxi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (xii) sales, distribution, supply or franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by the undelivered balance of such products Companies upon 30 days' or services has less notice without penalty and involves a sale price consideration in excess of $150,000 10,000 annually; (xixiv) licensing agreement contract regarding voting, transfer or other contract with respect arrangements related to Company Intellectual Propertythe Companies' capital stock or warrants, including options or other rights to acquire any agreement with any current or former employee, consultant or contractor regarding of the appropriation or non-disclosure of any Company Intellectual Property, or Companies' capital stock; (xiixv) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage agreement prohibiting it from freely engaging in any line of business or competing anywhere in the world; or (xvi) any other agreement which is material to compete with any Personits operations and business prospects or involves a consideration in excess of $50,000 annually. (b) Except asto the extent set forth on the CONTRACTS SCHEDULE, individually all of the contracts, leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms and will be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights or general principles of equity. Except as set forth on the CONTRACTS SCHEDULE, (i) each of the Companies has performed in all material respects all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, lease, agreement or instrument to which the aggregateCompanies are subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, would breach or event of noncompliance by the Companies under any contract, lease, agreement or instrument to which the Companies are subject; (iii) none of the Companies has any present expectation or intention of not fully performing all such obligations; (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and (v) neither the Companies nor any Seller has knowledge of any breach or anticipated breach by the other parties to any contract, lease, agreement, instrument or commitment to which the Companies are parties. None of the Companies is a party to any contract, agreement or commitment where performance by the Companies under such contract, agreement or commitment could reasonably be expected to have a Material Adverse Effect, as . (c) Buyer's counsel has been supplied with a true and correct copy of the date hereof, the Company is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of the Company, the other party to each of the written instruments, plans, contracts listed and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Contracts Schedule in not in material default thereunderattached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on the attached Contracts Schedule, neither the Company nor any Subsidiary is not a party to any: (i) agreement relating to any completed business acquisition by the Company or any 38 Subsidiary within the last two years; (ii) collective bargaining agreement or contract with any labor union; (iiiii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth described in Section 3.14 4.13 or the Employee Benefits Scheduleschedules relating thereto; (iiiiv) stock purchase, stock option or similar plan; (ivv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis providing for base compensation with payments in excess of $140,000 per annum100,000; (vvi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any material portion of the Company's or any Subsidiary's assets of the Companyother than Permitted Liens; (vivii) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000material guaranty; (viiviii) 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 $50,000100,000; (viiiix) lease or agreement under which it is lessor of of, or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $50,000100,000; (ixx) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $150,000; (xxi) contract or group of related contracts with the same party for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale sales price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or 150,000; (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of which prohibits the Company or limit any Subsidiary from freely engaging in business anywhere in the freedom world; (xiii) clinical affiliation agreement with a hospital or university (an "Affiliated Hospital or University") pursuant to which such Affiliated Hospital or University has accepted 25 or more students during the fiscal year ended December 31, 2002 from either Institution for clinical rotations; (xiv) contract with any of the Sellers or their Affiliates (other than the Company and its Subsidiaries); (xv) contract under which it has advanced or loaned any amount to engage any of its directors, officers and employees; (xvi) contract or group of related contracts under which the Company or any of its Subsidiaries has advanced or loaned any other Persons amounts in the aggregate exceeding $100,000; (xvii) contract under which the Company or its Subsidiaries has granted any line Person any registration rights; or (xviii) contract for the construction of business buildings, improvements or to compete other infrastructure in connection with any Personthe Owned Real Property or the Leased Real Property. (b) Except asBuyer either has been supplied with, individually or in has been given access to, a true, correct and complete copy of all written contracts which are referred to on the aggregateContracts Schedule, would not reasonably be expected together with all material amendments, waivers or other changes thereto. (c) With respect to have a Material Adverse Effect, as of the date hereof, the Company is not in material default under any each contract listed on the Contracts Schedule, except as set forth on Contracts Schedule, (i) the agreement is legal, valid, binding and enforceable against the Company or its Subsidiaries (as applicable) and, to the Knowledge of Company's knowledge, against the other parties thereto, and such agreement is in full force and effect; (ii) neither the Company nor its Subsidiaries is in breach or default and, to the Company's knowledge, the no other party to each such agreement is in breach or default, and, to 39 the Company's knowledge, no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and, (iii) to the Company's knowledge, no party has repudiated any provision of the contracts listed agreement. (d) The Company and its Subsidiaries have provided Buyer with true and accurate copies of (i) the agreement by and between the Government of St. Kitts and Nevis and ▇▇▇▇ University, dated ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the agreement by and between the Government of St. Kitts and Nevis and ▇▇▇▇ University School of Medicine School of Veterinary Medicine (St. Kitts) Limited, dated March 6, 2003 (the agreements referred to in clauses (i) and (ii) hereinafter referred to collectively as the "St. Kitts Agreement"). The St. Kitts Agreement is, and as of the Closing Date, will be, fully in effect and neither the Company nor any Subsidiary has taken any action that has caused, or failed to take any action when failure to act has caused, the St. Kitts Agreement to be terminated, amended in any respect that would have a material detrimental effect on Buyer or its Subsidiaries, or otherwise to be no longer fully effective in accordance with the Contracts Schedule in not in material default thereunderterms thereof.

Contracts and Commitments. (a) Except as set forth on section (a) of the attached Contracts Schedule, neither the Company nor any of its Subsidiaries is not a party to any: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase, bonus or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 3.14 or the Employee Benefits Schedule; collective bargaining agreement; (iii) stock purchase, stock option or similar plan; contract for insurance; (iv) contract for the employment of any officer, individual officer or key employee or contract for any other person on a full-time employee or consulting basis providing for base consultant with annual compensation in excess of $140,000 per annum; 200,000 or contract relating to loans to officers, directors or Affiliates; (v) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (vi) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company; (vi) guaranty Company or any of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; its Subsidiaries; (vii) lease material Guaranty, performance bond 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 $50,000; similar agreement; (viii) lease or agreement under which it the Company or any of its Subsidiaries 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 $100,000; (ix) lease or agreement under which the Company or any of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds $50,000; Company or any of its Subsidiaries; (ixx) contract for or group of related contracts with the purchase same party or group of products or services, under affiliated parties (excluding any medical provider agreements) the performance of which involves consideration in the undelivered balance of such products and services has a selling price aggregate in excess of $150,000; 100,000; (xxi) contract for assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights) and all other agreements affecting the sale Company's or any of products its Subsidiaries' ability to use or services disclose Intellectual Property (other than purchase orderslicenses of commercially available, unmodified, mass-marketed software used solely for the internal use of the Company or any of its Subsidiaries); (xii) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (A) management services or similar agreements (whether providing services to Subsidiaries of the undelivered balance Company or otherwise), (B) contracts with any governmental payor (including Medicare, Medicaid Tricare and the Federal Employee Health Benefits Program), (C) employer group agreement which would be included in a list of such products the top ten employer group agreements for each HMO Subsidiary (according to revenue), and (D) agreement with hospital systems which would be included in a list of the top ten agreements with hospital systems for each HMO Subsidiary (according to revenue); (xiv) agreement with a term of more than six months which is not terminable by the Company or services has any of its Subsidiaries upon 30 days' or less notice without penalty and involves a sale price consideration from the Company in excess of $150,000 100,000 annually; (xixv) licensing agreement contract regarding voting, transfer, issuance or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that arrangements related to the Company's Knowledge contains or any covenant that purports of its Subsidiaries' equity securities or warrants, options or other rights to restrict acquire any of the Company's or any of its Subsidiaries' equity securities, excluding the Company LLC Agreement, but including any agreements with respect to the issuance of Minority Interests, or any phantom equity plans, arrangements or agreements, including all of the Company's phantom membership agreements; (xvi) contract or agreement prohibiting it from freely engaging in any business activity of or competing anywhere in the world; or (xvii) settlement, conciliation or similar contract or agreement pursuant to which the Company or limit any of its Subsidiaries will be required, as of or after the freedom execution of the Company this Agreement, to engage pay consideration to any Person or group of related Persons in excess of $100,000; or (xviii) any line other agreement which is material to its operations and business prospects or involves a consideration in excess of business or to compete with any Person$250,000 annually. (b) Except asAll of the contracts, individually leases, agreements and instruments with the Company or in any of its Subsidiaries are valid, binding and enforceable against the aggregate, would not reasonably be expected to have a Material Adverse EffectCompany or its Subsidiaries, as applicable, and to the knowledge of the date hereofCompany against any other party to such agreement, in accordance with their respective terms (except as enforceability may be limited by bankruptcy laws, other laws affecting creditors' rights and general equitable principles affecting the availability of specific performance and other equitable remedies). Except as set forth on section (b) of the Contracts Schedule, (i) each of the Company and its Subsidiaries has performed in all material respects all obligations required to be performed by it and is not in material default under or in material breach of nor in receipt of any contract listed claim of material default or material breach under any contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries under any such contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject; (iii) neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations in all material respects; (iv) no contract, lease, agreement or instrument to which the Company or any of its Subsidiaries are bound is currently subject to or is expected to be subject to cancellation or any other material modification by the other party thereto or is subject to or is expected to be subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and (v) neither the Company nor any Seller has knowledge of any breach or anticipated breach by the other parties to any contract, lease, agreement, instrument or commitment to which they are parties. (c) Buyer's counsel has been supplied with a true and correct copy of each of the written 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 Contracts Schedule, andtogether with all amendments, to waivers or other changes thereto. The Contracts Schedule identifies the Knowledge Company or the relevant Subsidiary of the Company, the other Company party to each of the contracts listed on the Contracts Schedule in not in material default thereundersuch contract, lease, agreement, instrument or commitment.