Common use of Contracts and Commitments Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Contracts and Commitments. (i) 3.9.1 Except as expressly contemplated by this Agreement, the Prior Purchase Agreements Agreement or as set forth on the attached Schedule K, neither the Company nor any in Sections 3.9.1 of the Material Subsidiaries Seller Disclosure Schedule, no Group Company is a party to or bound by any executory contractof the following Contracts, lease, license or other agreement (whether written or oraloral (each a “Material Contract”): (a) that involves:collective bargaining agreement or any other Contract with any labor union; (b) any contracts with any Governmental Authorities (c) Contract, agreement or indenture relating to any Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any portion of their properties or assets (A) pursuant to which, any Group Company has incurred or may incur Indebtedness for which any of any Group Company will be liable following the Closing, or (B) relating to any Liens on assets of any Group Company; (d) guaranty of any Indebtedness or other material guaranty; (e) Contract, lease or agreement under which it is lessee of, or holds, uses or operates any real or personal property or assets owned by any other party; (f) Contracts or group of related Contracts with any material customer or supplier; (g) Contracts or agreements relating to the acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all of the assets of any Person by any Group Company since the Look-back Date or the future acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all of the assets of any Person by any Group Company or, pursuant to which any Group Company have any continuing “earn out” or other contingent payment obligations or any surviving material indemnification obligations; (h) joint venture, partnership, limited liability company or similar agreement with any third party (including any agreement providing for joint development or marketing); (A) payments Contract pursuant to which any Group Company licenses, or is otherwise permitted by the Company and/or a third party to practice, use or register, or receive any Material Subsidiary in excess of $3 million during the 12 month period ended other rights under, any material Intellectual Property Rights (other than “shrink wrap licenses,” “click through” licenses and licenses to off-the-shelf Software on the Closing Date; standard commercial terms), (B) prohibiting Contract pursuant to which a third party licenses, or materially limiting is permitted to use or restricting the Company register, or granted any Material Subsidiary from freely engaging in other rights under, any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; Company-Owned IP Rights (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising non-exclusive licenses granted to customers in the Ordinary Course of Business), or (C) Contract affecting any joint ventureGroup Company’s ability to use, partnership enforce, or other cooperative arrangement disclose any material Intellectual Property Rights, such as covenant-not-to-sue, coexistence, consent-to-use, concurrent use, or similar arrangement involving a sharing of profits or otherwisesettlement agreements; (Ej) “most favored nations” provisionsdistribution, sales representative, marketing or similar Contract or agreement that required any Group Company to make commission payments under such agreement; (Fk) other than arising in the Ordinary Course of Business, material third-party administration Contract or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed Group Company would be required to contribute make capital expenditures; (l) Contract or surplus agreement that (A) limits or purports to limit the ability of any Group Company to compete in any line of business or with any Material Subsidiary product or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to with any Person or guarantee in any geographic area or market or during any period of time or (B) contains covenants that restrict the obligations business activity of any Person under Group Company in any insurance contractmaterial respect (other than non-disclosure agreements entered into in the ordinary course of business, consistent with past practice); (m) Contract or agreement that contains “most-favored-nation” obligations or restrictions, or rights of first refusal or offer or any similar requirement or right, in each case binding any Group Company in favor of any third party; (n) Contract or agreement where any Group Company is subject to a requirement of exclusive dealing or any similar exclusivity obligation; (o) any interest, currency or hedging derivatives or similar Contracts; (p) Contract or agreement that limits the incurrence of Indebtedness or the declaration or payment of any dividends or other distributions; (q) Contract or agreement that involves material payment to or by any Group Company; (r) Contract or agreement whose termination (other than those termination by passage of time) would reasonably be expected to have a Material Adverse Effect; (s) employment, severance or consulting Contract that is not terminable at will by any Group Company and which will require the payment of material amounts by any Group Company after the date hereof; or (Ht) any material amendment, modification Contract or supplement in respect agreement that relates to the settlement of any of Proceeding (A) with any Governmental Authority since the foregoingLook-back Date, (B) that materially restricts or imposes obligations upon any Group Company or (C) requires material payment by any Group Company after the date hereof. (ii) All of the contracts3.9.2 The Purchaser either has been supplied with, agreements, instruments and documents set forth on the attached Schedule K (eachor has been given access to, a “true and correct copy of all Material Contract”) are validContracts, binding and enforceable against the together with all supplements, amendments, waivers or other changes thereto. 3.9.3 Neither any Group Company or the respective Material Subsidiary, as applicable, andnor, to the Knowledge of the CompanySeller and the Group Companies, each any other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, violation of or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, that with the passage notice or lapse of time or the giving of notice, or both, both would result in constitute a material defaultbreach of, breach violation of or event of noncompliancedefault under, in each such caseany Material Contract by any Group Company, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstandingor, pending, or to the Knowledge of the CompanySeller and the Group Companies, threatened material disputes any counterparty. All Material Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of the applicable Group Company and each counterparty, and are enforceable against the applicable Group Company and the counterparty thereto in accordance with respect to any such Material Contract. Truetheir respective terms, correct except as enforceability may be limited by bankruptcy laws, other similar Laws affecting creditors’ rights and complete copies general principles of each Material Contract have been made available to equity affecting the Purchasersavailability of specific performance and other equitable remedies.

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

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

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

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

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

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

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

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

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements Agreement or as set forth on the Schedule 2.13(a) attached Schedule Khereto, neither and except for any Exempt Contract (unless a smaller dollar value is specifically provided below), the Company nor any of the Material Subsidiaries is not a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (Ai) payments by agreement, arrangement or contract with Pro-Fac, including, without limitation, relating to services or functions that the Company and/or provides to, conducts for, is required to provide to or conduct for Pro-Fac or for Pro-Fac's benefit; (ii) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any Material Subsidiary other employee benefit plan, arrangement or practice, whether formal or informal; (iii) collective bargaining agreement or any other contract with any labor union, or severance agreement, program, policy or arrangement; (iv) settlement, conciliation or similar agreement; (v) management agreement or contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis (i) providing annual cash or other compensation in excess of $3 million during 100,000, (ii) providing for the 12 month period ended on payment of any cash or other compensation or benefits upon the Closing Dateconsummation of the transactions contemplated hereby, (iii) providing any severance benefits or making any severance arrangements, or (iv) restricting its ability to terminate the employment of any employee at any time for any lawful reason or for no reason without penalty or liability; (Bvi) prohibiting contract or materially limiting agreement involving any Governmental Entity; (vii) agreement or restricting indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company or any Material Subsidiary letter of credit arrangements, or any guarantee therefor; (viii) agreement under which it has advanced or loaned any amount to any of its directors, officers and employees other than the advance or reimbursement of reasonable business expenses incurred or to be incurred in the ordinary course of business; (ix) lease or agreement under which the Company is (i) lessee of or holds or operates any personal property, owned by any other party, except for any lease of personal property under which the aggregate annual rental payments do not exceed $100,000 or (ii) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company, except for any lease of personal property under which the aggregate annual rental payments do not exceed $100,000; (x) contract or group of related contracts with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by the Company upon 60 or fewer days' notice without penalty or involving more than $500,000; (xi) agreements relating to the ownership of, Investments in or loans and advances to any Person (other than as contemplated by subclause (viii) above), including Investments in joint ventures and minority equity investments; (xii) agreement, contract or commitment or series of related agreements, contracts or commitments for the purchase of assets by the Company or any of its Subsidiaries involving consideration in excess of $250,000, except with respect to purchase of items of inventory in the ordinary course of business consistent with past custom and practice; (xiii) agreement, contract or commitment or series of related agreements, contracts or commitments for the sale of any asset by the Company or any of its Subsidiaries involving consideration in excess of $250,000, except with respect to sales of items of inventory in the ordinary course of business consistent with past custom and practice and not involving delivery of such inventory more than six months after the date of such commitment; (xiv) agreement, contract or commitment involving consideration in excess of $100,000 with respect to advertising, marketing or promotion (including slotting agreements) of the products of the Company and its Subsidiaries; (xv) warehouse agreement; (xvi) license, royalty, indemnification or other agreement with respect to any material intangible property (including any Intellectual Property Rights); (xvii) agent, sales representative, sales or distribution agreement; (xviii) supply agreement and any agreement, contract or commitment or series of related agreements, contracts or commitments with the same party or group of affiliated parties for the purchase of a minimum volume of products or services involving more than $500,000, and Schedule 2.13(a) shall specify the minimum amount to be purchased or rendered thereunder on an annual basis; (xix) co-pack agreement; (xx) power of attorney or other similar agreement or grant of agency; (xxi) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world world, including, without limitation, any nondisclosure or providing for exclusivity in confidentiality agreements, any non-competition or similar agreements that restrict the geographic or operational scope of the Company's or any of its Subsidiaries' business or the ability of the Company or any of its Subsidiaries to enter into any new line of business, any right of first offer or first refusal with respect to the sale of any asset, any division or any business lineof the Company or any of its Subsidiaries, geographic area or otherwise;any contract or agreement prohibiting the Company or any of its Subsidiaries from granting any rights or conducting any business; or (Cxxii) Indebtedness involving liabilities other agreement which is material to its operations and business prospects or involves a consideration in excess of $5 million; (D) other than arising 1,000,000 annually, whether or not in the Ordinary Course ordinary course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoingbusiness. (iib) All of the contracts, agreements, agreements and instruments and documents set forth or required to be set forth on Schedule 2.13 (a) attached hereto (the attached Schedule K (each, a “"Material Contract”Contracts") are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in all material respects in accordance with their respective terms (except (A) as limited by applicable bankruptcyterms. Subject to obtaining the consents listed on Schedule 2.4 attached hereto, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any each of the Material Subsidiaries Contracts shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. The Company is neither in material default under or under, nor in material breach of, or nor in receipt of any written claim of such material default or material breach, breach under any Material Contract. No ; no event has occurred which, which with the passage of time or the giving of notice, notice or both, both would result in a material default, breach or event of noncompliance, in each such case, noncompliance by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to ; and neither the Company nor Pro-Fac has any Knowledge of any existing or threatened breach or cancellation or anticipated breach or cancellation by the Company, threatened material disputes with respect other party or parties to any such Material Contract to which the Company is a party. (c) The Company has made available to Buyer a true, complete and correct copy of each written Material Contract. True, correct and complete copies together with all amendments, waivers or other changes thereto (all of each Material Contract which amendments, waivers or other changes thereto have been made available to the PurchasersBuyer), and has provided to Buyer a written description of any oral material contract.

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

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

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

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

Contracts and Commitments. (ia) Schedule 4.14(a) of the Extensity Disclosure Statement contains a complete and accurate list of all agreements, understanding and arrangements, whether written, oral or established through common practice, between Extensity or any Extensity Sub (on one hand) and any other Person (on the other) that directly or indirectly beneficially owns, or is controlled by or under common control with any Person that beneficially owns, more than five percent of the outstanding Extensity Common Stock (the "Extensity Related Party Agreements"). True and correct copies of all Extensity Related Party Agreements have been furnished to Geac. (b) Except as expressly contemplated filed (including by this Agreement, incorporation by reference to earlier-filed documents) as an exhibit to the Prior Purchase Agreements SEC Reports or as set forth identified on Schedule 4.14(b) to the attached Schedule KExtensity Disclosure Statement (collectively the "Extensity Contracts", it being understood that the failure to identify an agreement or other commitment or arrangement on that schedule that is required to be identified on that schedule shall not cause that item not to be an "Extensity Contract"), neither the Company Extensity nor any of the Material Subsidiaries Extensity Sub is a party to or bound by any executory oral or written contract, lease, license obligation or other agreement (whether written or oral) that involvescommitment of any type in any of the following categories: (Ai) payments by the Company and/or agreements with any Material Subsidiary in excess employees or consultants of $3 million during the 12 month period ended on the Closing DateExtensity or Extensity Sub respecting their employment, consulting, salary, wages, bonuses, incentive compensation, severance or retention pay, or other compensation, except for those employees or consultants whose annual rate of compensation, including potential bonuses and incentive compensation, is less than USD100,000; (Bii) prohibiting agreements or materially limiting plans under which benefits will be increased or restricting accelerated by the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect occurrence of any of the foregoing.transactions contemplated by this Agreement or under which the value of the benefits will be calculated on the basis of any of the transactions contemplated by such agreements; (iiiii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company contracts or the respective Material Subsidiary, as applicable, and, commitments currently in force relating to the Knowledge disposition or acquisition of assets other than in the Companyordinary course of business, each other party thereto or relating to an ownership interest in accordance with their respective terms any Person; (except iv) agreements, contracts or commitments for the purchase or licensing of goods, Software, supplies or equipment: (A) as limited by applicable bankruptcywhich are with sole or single source suppliers or (B) for a cost, insolvencyfor any one such agreement, reorganizationcontract or commitment, moratorium and in excess of USD100,000; (v) guarantees or other Laws agreements, contracts or commitments under which Extensity or Extensity Sub is absolutely or contingently liable for (A) the performance of general application affecting any other Person (other than Extensity or an Extensity Sub) or (B) the enforcement whole or any part of creditors’ rights generallythe indebtedness or payment obligations of any other Person (other than Extensity or the Extensity Subs); (vi) powers of attorney authorizing the incurrence of a material obligation on the part of Extensity or any Extensity Sub; (vii) agreements, contracts or commitments which limit or restrict (A) where Extensity or any Extensity Sub may conduct business, (B) as limited by Laws relating to the availability type or lines of specific performance, injunctive relief business (current or other equitable remedies future) in which Extensity or any Extensity Sub may engage or (C) as would not be material to the Company and the Company Subsidiariesany acquisition of assets or stock (tangible or intangible) by Extensity or any Extensity Sub; (viii) agreements, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include contracts or commitments containing any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered agreement with respect to an Additional Closinga change of control of Extensity or any Extensity Sub; (ix) agreements, as contracts or commitments for the borrowing or lending of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach ofmoney, or the availability of credit; (x) any hedging, option, derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency or (xi) any joint marketing or joint development agreement, or any license or distribution agreement relating to any Extensity product or planned product, other than software licenses granted to customers in receipt the ordinary course of business. (c) Neither Extensity or any Extensity Sub nor, to Extensity's and the Extensity Subs' knowledge, any other party to any Extensity Contract, has materially breached, violated or defaulted under, or received written claim of such material default notice that it has breached, violated or material breach, defaulted under any Material Extensity Contract. No event has occurred Nor is there any condition respecting Extensity or any Extensity Sub or, to the knowledge of Extensity and the Extensity Subs, any condition respecting any other party to any Extensity Contract, which, in any such case, with the passage of time or the giving of notice, notice or both, would result in could reasonably be expected to cause a material defaultbreach, breach violation or event default under any Extensity Contract. (d) Each Extensity Contract is a valid, binding and enforceable obligation of noncomplianceExtensity or an Extensity Sub and, to Extensity's and the Extensity Subs' knowledge, of the other party or parties thereto, in each such caseaccordance with its terms, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or except to the Knowledge extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other Laws affecting the enforcement of the Company, threatened material disputes with respect to any such Material Contract. True, correct creditors' rights or by general principles of equity. (e) An accurate and complete copies copy of each Material Extensity Contract have has been made available to the PurchasersGeac.

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

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

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

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

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth The agreements listed on the attached Disclosure Schedule K, neither the Company nor any of the Material Subsidiaries constitute all written and oral agreements to which Seller is a party that are material to or bound by any executory contractthe Business as currently conducted including, lease, license or other agreement (whether written or oral) that involves:without limitation, (Aa) payments by any agreements relating to the Company and/or construction or purchase of capital improvements, or the purchase of any Material Subsidiary in excess materials, supplies, or equipment involving the expenditure of more than $3 million during the 12 month period ended on the Closing Date50,000; (Bb) prohibiting any employment, consulting, management, or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwisenoncompetition agreement not terminable at will by Seller without liability on less than 30 days notice; (Cc) Indebtedness involving liabilities in excess of $5 millionany bonus, pension, retirement, profit sharing or other plan or agreement providing for employee benefits other than group health insurance, sick pay and vacation pay plans for employees generally; (Dd) other than arising in the Ordinary Course any license of Businessany patent, any joint venturecopyright, partnership trade secret or other cooperative arrangement proprietary right or any other license or franchise, or similar arrangement involving a sharing of profits or otherwiseagreement; (Ee) “most favored nations” provisionsany contract with any labor union or association of employees; (Ff) other than arising any indemnification agreement relating to infringement of proprietary rights; (g) any agreement, contract, or commitment that is reasonably expected by Seller to be performed at or result in a loss, or which has or would be reasonably likely to have a material adverse effect upon the Ordinary Course Business; (h) any lease of Businesspersonal property material to the operations of Seller; (i) any agreement with any broker, material third-party administration finder, investment banker or underwriter; (j) any note, debenture, bond, equipment trust agreement, letter of credit agreement, loan agreement or other insurance policy administration contract or commitment for the borrowing or lending of money relating to the Insurance Contracts; (G) Business or agreement or arrangement for a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company line of credit or any Material Subsidiary guaranties, in any manner, whether directly or indirectly, or any capital maintenance contract indebtedness, dividend or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations other obligation of any Person under any insurance contract; or (H) any material amendment, modification other person or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws entity relating to the availability Business (other than endorsements in the ordinary course of specific performancebusiness of negotiable instruments for deposit or collection); and (k) any agreements with sales representatives and distributors; and including each amendment, injunctive relief modification, renewal or extension or other equitable remedies material ancillary document pertaining thereto (the "Seller Agreements"). Seller has previously delivered or (C) as would not be material made available to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, Buyer correct and complete copies of each Material Contract have been made available of the Seller Agreements that are in writing. (ii) To Seller's knowledge, Seller has not received written notice of cancellation or termination under any option or right reserved to the Purchasersother party to the Seller Agreements or any written notice of default under such agreement. Except as otherwise disclosed on the Disclosure Schedule, Seller is not, nor to the knowledge of the persons specified in Schedule 3.1.8, is any other party, in breach or default of any Seller Agreement, which default would reasonably be likely to cause a material adverse effect on the Business and, to the knowledge of the persons specified in Schedule 3.1.8, no event has occurred that, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under such Seller Agreement, the loss of which would reasonably be anticipated to cause a material adverse effect on the Business. Section 3.1.27 notwithstanding, a material adverse affect attributable to a breach or default of a Seller Agreement by a person other than Seller shall mean a breach, or series of related breaches, which would reasonably to be anticipated to result in damages exceeding fifty thousand dollars. Except as separately identified in the Disclosure Schedule, no approval or consent of any person is needed in order that the Seller Agreements continue in full force and effect following the assignment of such agreements to PRG. Furthermore, to the knowledge of the persons specified in Schedule 3.1.8, no Seller Agreement, in the reasonable opinion of Seller, contains any contractual requirement with which there is a reasonable likelihood Seller or any other party thereto will be unable to comply. PRG acknowledges that Seller has many small customers, such as non-profit entities and that Seller is making this representation without having made any inquiry of such entities regarding their financial condition.

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

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

Contracts and Commitments. (a) Section 4.8(a) of the Disclosure Schedule sets forth a complete list of each of the following written or oral Contracts (collectively, the "MATERIAL CONTRACTS"): (i) Except as expressly contemplated by this AgreementMass-Market Contract creating any partnership, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves:Indebtedness for Borrowed Money; (Aii) Mass-Market Contract (including purchase orders, franchise agreements and undertakings or commitments to any governmental or regulatory authority) not made in the ordinary course of business; (iii) Contracts of employment with Mass-Market Employees (including without limitation employment, change in control, golden parachute, severance or similar agreements or arrangements and other Mass-Market Contracts with Mass-Market Employees); (iv) Mass-Market Contracts consisting of sales commitments for tobacco products; (v) any other Mass-Market Contract involving payments by the Company and/or any Material Subsidiary Seller in excess of $3 million during the 12 month period ended 50,000 annually that are not cancelable on the Closing Date30-days' notice by Seller, without payment of penalty or premium; (Bvi) prohibiting Mass-Market Contract relating to, or materially limiting evidences of, or restricting guarantees of, or providing security for, Indebtedness for Borrowed Money or the Company deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any Material Subsidiary from freely engaging in any business Mass-Market Asset); (vii) license, sale, distribution, commission, marketing, agent, franchise, technical assistance or competing anywhere in the world similar contract relating to or providing for exclusivity in any business line, geographic area the marketing and/or sale of the products of the Mass-Market Cigar Business to which Seller is a party or otherwiseby which Seller is bound; (Cviii) Indebtedness involving liabilities in excess Mass-Market Contract that requires the payment or incurrence of a Mass-Market Liability, or the rendering of services or the sale of goods by Seller subsequent to the date of this Agreement of more than $5 million50,000; (Dix) Mass-Market Contract containing a covenant limiting the freedom of the Seller or any Affiliate of the Seller to engage in the Mass-Market Cigar Business or the transactions contemplated by the Ancillary Agreements or to compete with any Person (other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material thirdNon-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractCompete Agreement); or (Hx) any material amendment, modification or supplement in respect of any of Any other Mass-Market Contract required by applicable law to be filed by Seller with the foregoingU.S. Securities and Exchange Commission. (iib) Seller has furnished to Purchaser a copy of each of the Material Contracts, and each such copy is correct and complete and includes all modifications thereof. (c) All of the contractsMaterial Contracts indicated with an asterisk ("*") on Section 4.8(a) of the Disclosure Schedule are in full force and effect and constitute the legal, agreementsvalid and binding obligations of Seller and, instruments to the Knowledge of Seller, of the other parties thereto (except, in each case, as may be limited by bankruptcy, reorganization, insolvency and documents set forth similar laws of general application relating to or affecting the enforcement of rights of creditors or the relief of debtors), and to the Knowledge of Seller, no condition exists or event, act or omission has occurred which, with or without notice, or lapse of time or both, would constitute a default or a basis of force majeure or other claim of excusable delay or nonperformance thereunder. Except for the consents of parties listed on Schedule 4.8(c) (the attached Schedule K (each"REQUIRED CONSENTS"), a “no consent of any party to the Material Contracts is required to assign the Material Contracts, and Seller's rights and obligations thereunder, to Purchaser. No other party to any Material Contract has notified Seller of the assertion of its right to renegotiate the terms or conditions of any Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of Seller, no such basis exists. (d) For informational purposes, Seller has set forth in Section 4.8(d) of the Company, each other party thereto Disclosure Schedule a list of Mass-Market Contracts in accordance with their respective terms existence on the date hereof (except i) which are not required to be set forth on Schedule 4.8(a) and (Aii) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of which Seller makes no representation or prior warranty to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersPurchaser.

Contracts and Commitments. (a) SCHEDULE 3.14 lists the following agreements, whether oral or written, to which Enterprise is a party, which are currently in effect, and which relate to Transferred Assets: (i) Except as expressly contemplated by this Agreementcollective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) contract for the Prior Purchase Agreements employment of any officer, individual employee or as set forth other person on a full-time or consulting basis or relating to severance pay for any such person; (v) confidentiality agreement; (vi) agreement or indenture relating to the attached Schedule Kborrowing of money or to mortgaging, neither the Company nor pledging or otherwise placing a lien on any of the Material Subsidiaries Transferred Assets; (vii) guaranty of any obligation for borrowed money or otherwise; (viii) 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 or services is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during 10,000; (ix) contract or group of related contracts with the 12 month period ended on same party for the Closing Date; sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $10,000; (Bx) prohibiting or materially limiting or restricting the Company or any Material Subsidiary contract which prohibits Enterprise from freely engaging in any business or competing anywhere in the world or providing world; (xi) contract for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect distribution of any of the foregoingproducts that comprise Transferred Assets; (xii) franchise agreement; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Enterprise in connection with the Intellectual Property Rights related to the Transferred Assets; (xiv) other agreement which is either material to the Transferred Assets or was not entered into in the ordinary course of business. (iib) All of Enterprise has performed all obligations required to be performed by it in connection with the contracts, agreements, instruments contracts or commitments required to be disclosed in SCHEDULE 3.14 and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would is not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event contract or commitment required to be disclosed under such schedule; Enterprise has occurred which, with the passage no present expectation or intention of time not fully performing any material obligation pursuant to any contract or the giving commitment required to be disclosed under such caption; and Enterprise has no knowledge of notice, or both, would result in a material default, any breach or event of noncompliance, in each anticipated breach by any other party to any contract or commitment required to be disclosed under such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or caption. (c) Prior to the Knowledge date of the Companythis Agreement, threatened material disputes SSI has been supplied with respect to any such Material Contract. True, a correct and complete copies copy of each Material Contract have been made available to the Purchaserswritten contract or commitment, and a written description of each oral contract or commitment, set forth on SCHEDULE 3.14 together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) The Disclosure Letter contains true and complete copies, as of the Closing Date, of all Material Contracts of the Company presently in effect, in each case (and unless a higher amount is indicated below) to the extent that they involve a specific commitment of the Company’s resources having value exceeding, GBP 25,000 individually in value of outstanding performances, except for clauses (ii)-(v), (x) and (xi), where the aforementioned thresholds shall not apply (collectively, the “Material Contracts”): (i) Except as expressly contemplated Contracts that are not terminable by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any on fewer than three month notice without payment of penalty, liability or other adverse consequence to the Company; (ii) Contracts that involve payments based on sharing profits or revenues of the Material Subsidiaries is Company or that create a party to partnership, joint venture or bound by any executory contractan alliance, lease, license referral or other agreement reseller relationship; (whether written or oraliii) Contracts that involves: (A) payments impose by their terms a Lien on the Company’s material assets (other than a Permitted Lien); (B) create, incur or guarantee any Indebtedness of the Company and/or to any Material Subsidiary in excess other Person, or (C) under which the Company assumes, or otherwise becomes liable for, the obligations of $3 million during the 12 month period ended on the Closing Dateany other Person; (Biv) prohibiting Contracts that relate to the disposition or materially limiting or restricting the Company acquisition of material assets or any Material Subsidiary from freely engaging interest in any business enterprise (including any Liability related to or competing arising out of any acquisition or other business combination such as any earn-out, performance, bonus or other contingent payment arrangement, however such arrangement may be evidenced); (v) Contracts that (A) include any non-competition or non-solicitation covenant or similar arrangement that limits the right of the Company to engage in, or to compete (geographically or otherwise) in any line of business or with any other Person anywhere in the world or providing for exclusivity in (B) grant exclusive rights of any business line, geographic area type or otherwisescope; (Cvi) Indebtedness involving liabilities in excess of $5 millionContracts that provide for indemnification by the Company; (Dvii) Contracts that contain “most favored nation” provisions or any similar preferred pricing provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwiseparties; (Eviii) “most favored nations” provisionsContracts with (A) any Governmental Authority; or (B) any party who is known by the Company to be a subcontractor of any Governmental Authority in connection with such Contract; (Fix) other than arising in Contracts with suppliers of the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance ContractsCompany with a value exceeding GBP 25,000 individually; (Gx) a capital maintenance contract, keepwell Contracts establishing powers of attorney or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to agency agreements; (xi) Contracts under which the Company has any obligations to create or any Material Subsidiary has agreed to contribute capital maintain interoperability or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect compatibility of any of the foregoingCompany’s technology, products or services with any technology, products or services of any other Person; (xii) Contracts that provide for a termination right in the event of a change of control of the Company. (iib) All Each Material Contract is as to its main obligations of the contracts, agreements, instruments Company a valid and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against obligation of the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge Selling Shareholders’ knowledge, of the Company, each other party thereto thereto, and is in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium full force and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered effect with respect to an Additional Closing, as of or prior to such Additional Closing. Neither main obligations. (c) There is no existing material default by the Company nor under any of the Material Subsidiaries is in Contracts and to the Selling Shareholders’ knowledge no event has occurred that (whether with or without notice, lapse of time or the occurrence of any other event) would constitute a material default under or in material breach ofby the Company, or in receipt of subject the Company to any written claim of such material default penalty or material breachliquidated damages, under any Material Contract. No . (d) The Company has not as of the date hereof received written notice from any Person alleging (A) any material breach of, default under or failure to comply with any term or requirement of any Material Contract; or (B) any revocation, withdrawal, suspension, cancellation, termination or amendment to any Material Contract. (e) The Company has until the date hereof not received written notice of and, to the Selling Shareholders’ knowledge, there are no existing material defaults by any other Person party to a Material Contract; and, to the Selling Shareholders’ knowledge, no event has occurred whichthat (whether with or without notice, with the passage lapse of time or the giving occurrence of notice, or both, any other event) would result in constitute a material default, breach or event of noncompliance, in each such case, default by any other Person party thereto (other than the Company or any of the Material Subsidiaries Company) under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

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

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

Contracts and Commitments. (a) Schedule 3.10 of the Disclosure Schedules sets forth each of the following Contracts to which the Seller is a party or bound or to which any of its properties or assets are subject (the “Material Contracts”): (i) Except any Contract pursuant to which the Seller received more than $10,000 over the past twelve (12) months; (ii) any Contract which obligates, or is reasonably likely to obligate, the Seller to pay more than $10,000 over any future twelve (12) month period in the next five (5) years; (iii) each employment Contract that is not terminable at will by the Seller both without any penalty and without any obligation of the Seller to pay severance or other amounts (other than accrued base salary, accrued bonuses, accrued commissions, accrued vacation pay, accrued floating holidays and legally mandated benefits); (A) each employee collective bargaining agreement or other Contract with any labor union or similar organization, (B) each Plan or Contract that provides for the payment of bonus, severance, termination or similar type of compensation or benefits related to a corporate transaction involving a change in control of the Seller or upon the termination or resignation of any participant, and (C) each Plan or Contract that provides for medical or life insurance benefits for former participants or for current participants upon their retirement from, or termination of employment with, Seller (other than COBRA Continuation Coverage); (v) each Contract pursuant to which the Seller has agreed not to compete with any Person or to engage in any activity or business, or pursuant to which any benefit is required to be given or lost as expressly a result of so competing or engaging; (vi) each Contract which provides for “exclusivity” or any similar requirement in favor of any Person other than the Seller, or each Contract under which Seller is restricted in any respect in the distribution, licensing, marketing, purchasing, development or manufacturing of its respective products or services; (vii) each Contract with any Insider or former Insider (other than employment Contracts referred to in clause (iv) above or Contracts referred to in clause (v) above); (viii) each Contract under which the Seller has agreed to indemnify any Person; (ix) each Contract that requires consent, approval or waiver of, or notice to, a third Person in the event of or with respect to the transactions contemplated by this Agreement, including in order to avoid termination of or loss of a benefit under any such Contract; (x) each Contract providing for future performance by the Prior Purchase Agreements Seller in consideration of amounts previously paid to the Seller, or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to which has resulted or bound by any executory contract, lease, license or other agreement will result in deferred revenue under GAAP; (xi) each Purchased Contract; (xii) each Contract containing (whether written in the Contract itself or oralby operation of Law) that involves: any provisions (A) payments by dealing with a “change of control” or similar event with respect to the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; Seller, (B) prohibiting or materially limiting or restricting imposing any restrictions on the Company assignment of all or any Material Subsidiary from freely engaging portion thereof by the Seller to any other Person (without regard to any exception permitting assignments to Affiliates) or (C) having the effect of providing that the consummation of any of the transactions contemplated by this Agreement or compliance by the Seller with the provisions of this Agreement (alone or in combination with any business other event) or competing anywhere the execution, delivery or effectiveness of this Agreement (alone or in combination with any other event) will result in a breach, violation or infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the world creation of any Lien or providing for exclusivity in any business lineright of termination, geographic area amendment, loss of benefits or otherwiseother Loss, cancellation or acceleration) under such Contract; (Cxiii) Indebtedness involving liabilities in excess each Contract providing for payments of $5 millionroyalties, franchise fees, commissions, other license fees or other transactional fees to third Persons; (Dxiv) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwiseeach Company Intellectual Property Contract; (Exv) each Contract granting the other Person to such Contract or a third party “most favored nationsnation” provisionsor similar status; (Fxvi) other than arising in each Contract that guarantees or warrants that any of the Ordinary Course products or services of Business, material third-party administration the Seller is fit for any particular purpose or other insurance policy administration relating that guarantees a result or commits to the Insurance Contractsperformance levels; (Gxvii) a capital maintenance contract, keepwell each Contract providing for any license or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to franchise granted by the Company or any Material Subsidiary or any capital maintenance contract or similar agreement Seller pursuant to which the Company or any Material Subsidiary Seller has agreed to contribute capital provide any third party with access to source code or surplus to provide for source code to be put in escrow or to refrain from granting license or franchise rights to any Person other Person; (xviii) each Contract containing any “non-solicitation,” “no hire,” or guarantee similar provision; (xix) each Contract providing for liquidated damages (but not including other kinds of provisions that provide for limiting the obligations maximum amounts payable or for refunds of amounts in the event of a breach or a termination of a Contract); (xx) each Contract entered into by the Seller in the last five years in connection with the settlement or other resolution of any Person under any insurance contract; orProceeding; (Hxxi) any material amendment, modification or supplement in respect each Contract entered into by the Seller a substantial purpose of any which is providing confidential treatment by the Seller of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, andthird-party information which, to the Knowledge of the CompanySeller, contains restrictions on the Seller’s use of such third-party information; and (xxii) each Contract with any independent contractor of the Seller. (b) Each Material Contract is a valid and binding obligation of the Seller and is in full force and effect. Seller has performed all material obligations required to be performed by it under each Material Contract. There exists no material breach or material default (or event that with or without notice or the lapse of time, or both, would constitute a material breach or material default) on the part of Seller or its Affiliates or, to the Knowledge of the Seller, on the part of any other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event is occurring or has occurred which, (in the case of any event with the passage of time or the giving of notice, or both, would result in respect to a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries third party under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the CompanySeller) that with or without notice or lapse of time would permit termination, threatened material disputes with respect to modification, or acceleration, under any such Material Contract. TrueNone of the Seller or its Affiliates or any other party thereto has repudiated any provision of any Material Contract. To the Knowledge of the Seller, correct and complete copies there are no circumstances that are reasonably likely to have an adverse effect on the ability of each the Seller to perform its obligations under any Material Contract have been made available Contract. With respect to all Material Contracts that obligate the PurchasersSeller to meet certain volume, service level or similar requirements, Seller, as applicable, has met all such requirements at the maximum or highest levels required by such Material Contracts.

Contracts and Commitments. (ia) Except as expressly contemplated by this AgreementSchedule 2.14(a) contains a complete and accurate list of all contracts, the Prior Purchase Agreements or as set forth on the attached Schedule Kagreements, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contractcommitments, lease, license or other agreement instruments and obligations (whether written or oral, proposed, contingent or otherwise) that involvesof the Sellers (identifying which Seller is a Party thereto), which have been used by the Sellers in the Pharmacy Business or relate to the Assets or the Retained Shared Assets (the “Seller Agreements”) including those concerning the following matters: (Ai) any lease, as lessee or lessor, or license, as licensee or licensor, of any real or personal property (tangible or intangible) that requires financial payments by in the Company and/or any Material Subsidiary aggregate in excess of Fifty Thousand Dollars ($3 million during the 12 month period ended on the Closing Date50,000); (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All the employment or engagement of any officer, director, employee, consultant or agent, other than those terminable at will without severance obligation, and any covenant not to compete with any former employees; (iii) any contract or commitment that requires financial payments in the aggregate in excess of Fifty Thousand Dollars ($50,000) or that can not be terminated on less than thirty (30) days notice; (iv) any arrangement with any person or entity affiliated with or related to any Seller or any Affiliate of any Seller or any immediate family member thereof; (v) any arrangement limiting the freedom of any Seller to compete, solicit customers or solicit employees in any manner in any geographic area or line of business, or requiring any Seller to share profits; (vi) any arrangement not in the ordinary course of business under which any Seller has agreed to assume Liabilities of another party or indemnify or hold harmless another party; (vii) any arrangement that could reasonably be anticipated to have a Seller Material Adverse Effect; (viii) any material arrangement not in the ordinary course of business; (ix) any power of attorney, whether limited or general, granted by or to any Seller; (x) any charitable commitment in excess of Ten Thousand Dollars ($10,000) individually per year; (xi) any arrangement with customers, patients, managed care organizations, third party payors, pharmacy benefit managers or drug suppliers that requires financial payments in the aggregate in excess of Fifty Thousand Dollars ($50,000) or that can not be terminated on less than thirty (30) days notice; and (xii) any other arrangement that requires aggregate payments in excess of Fifty Thousand Dollars ($50,000) or that can not be terminated on less than thirty (30) days notice. (b) The Sellers have delivered to Buyer true and complete copies of all of the contractswritten Seller Agreements. Except as indicated on Schedule 2.14(b), agreementsthe Seller Agreements are valid and effective in accordance with their terms, instruments and documents set forth on there is not under any of such Seller Agreements (i) any existing or claimed default by any Seller or event which, with the attached Schedule K notice or lapse of time, or both, would constitute a default by any Seller or (each, a “Material Contract”ii) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the CompanySellers, each any existing or claimed default by any other party thereto in accordance or event which with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws notice or lapse of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of noticetime, or both, would constitute a material default by any such party. Except as indicated on Schedule 2.14(b), the continuation, validity and effectiveness of the Seller Agreements will not be affected by the Acquisition, and the Acquisition will not result in a material defaultbreach of or default under, breach or event require the Consent of noncomplianceany other party to, in each such case, by the Company or any of the Material Subsidiaries under any such Material ContractSeller Agreements. There are is no outstandingactual or threatened termination, pending, cancellation or to limitation of any Seller Agreements identified in Section 2.14(a)(i) or (xi). To the Knowledge of the CompanySellers, there is no pending or threatened material disputes bankruptcy, insolvency or similar proceeding with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available other party to the PurchasersSeller Agreements.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither Neither the Company nor any of the Material Subsidiaries Subsidiary is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involvesby: (Ai) payments any agreement, contract or commitment requiring the expenditure or series of related expenditures of funds by the Company and/or any Material Subsidiary and the Subsidiaries in excess of $3 million during 50,000 (other than purchase orders in the 12 month period ended on ordinary course of business for goods necessary for the Closing DateCompany or the Subsidiaries to complete then existing contracts or purchase orders); (Bii) prohibiting any loan or materially limiting advance to, or restricting investment in, any Person by the Company or any Material Subsidiary from freely engaging in or any business or competing anywhere in the world or providing for exclusivity in agreement, contract, commitment or (iii) any business line, geographic area or otherwisematerial Debt Obligations; (Civ) Indebtedness involving liabilities in excess of $5 millionany management service, employment, consulting or other similar type contract or agreement; (Dv) other than arising in the Ordinary Course of Businessany sales, any joint venture, partnership or other cooperative arrangement distributorship or similar arrangement involving a sharing of profits agreement relating to the products sold or otherwiseservices provided by the Company or the Subsidiaries; (Evi) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Businessany license, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell royalty or similar agreement pursuant relating to which any Person has agreed to contribute capital or surplus to Proprietary Information of the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractSubsidiary; or (Hvii) any material amendment, modification collective bargaining or supplement in respect of any of the foregoingother labor union agreement. (iib) All Set forth in Section 2.7(b) of the contractsDisclosure Schedule is a list of guarantees of, agreementsand performance bonds acquired by, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge Weat▇▇▇▇▇▇▇ ▇▇ any of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws its Affiliates relating to the availability of specific performance, injunctive relief or other equitable remedies or Business. (Cc) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries Subsidiary is in material default under or in material breach of any provision of, or in receipt default (nor does the Seller have knowledge of any written claim of such material default event or material breachcircumstance that with notice, under any Material Contract. No event has occurred which, with the passage or lapse of time or the giving of notice, or both, would result in a material default, breach or constitute an event of noncompliance, in each such case, by default) under the Company or terms of any of the Contracts and Other Agreements except for breaches or defaults that would not have a Material Subsidiaries under any such Material ContractAdverse Effect. All of the Contracts and Other Agreements are in full force and effect. There are no outstandingpending or, pending, or to the Knowledge knowledge of the CompanySeller, threatened material disputes with respect to any such Material Contract. Trueof the Contracts and Other Agreements. (d) The enforceability of the Contracts and Other Agreements will not be affected in any manner by the execution and delivery of this Agreement by the Seller or the performance of its obligations hereunder, correct and complete copies including consummation of each Material Contract have been made available to the Purchaserstransactions contemplated hereby.

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

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

Contracts and Commitments. (a) Section ‎3.12(a) of the Disclosure Schedules lists all of the following Contracts to which any of the Business Entities is party or by which any of the assets of any of the Business Entities is bound, in each case to the extent related to the Business, and excluding any Contract solely related to the Excluded Business or any Plan (any Contract set forth or required to be set forth on Section ‎3.12(a) of the Disclosure Schedule, together with any Contract entered into after the date hereof that would have been required to be set forth on Section ‎3.12(a) of the Disclosure Schedule had such Contract been in effect on the date hereof, collectively, the “Material Contracts”): (i) Except as expressly contemplated by this AgreementManagement Agreements; (ii) Contracts relating to Funded Indebtedness or to the mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on any asset or group of assets of the Prior Purchase Agreements Business Entities, or as set forth on guarantees of any obligation for borrowed money; (iii) Contracts (including the attached Schedule K, neither the Company nor Real Property Leases) under which any of the Material Subsidiaries Business Entities is a party to the lessee, sublessee, occupant, holder or bound operator of any material real or personal property owned by any executory contractother party; (iv) Contracts pursuant to which any Business Entity grants or obtains any license, leasesublicense, license right to use or other agreement grant of rights with respect to, or covenant not to be sued under, any material Intellectual Property (whether written or oral) that involves: other than (A) Contracts granting rights to use commercially available Software or information, in each case, that is generally available with annual payments by the Company and/or Business Entities of less than $2,000,000 and (B) non-exclusive licenses entered into in the ordinary course of business); (v) other than the Fundamental Documents of the Business Entities and the Management Agreements, Contracts purporting to limit the freedom of the Business Entities to (A) solicit, offer employment to or hire any Material Subsidiary Person, or (B) sell goods or services to, or purchase goods or services from, any Person or in any geographical territory; (vi) Contracts relating to the settlement or resolution of any Proceeding entered into (A) since the Reference Date, (B) with any Governmental Authority or (C) pursuant to which any Business Entities will have any material outstanding obligation after the date of this Agreement; (vii) Contracts involving a sharing of profits, losses, costs or liabilities by the Business Entities with any other Person (other than Sellers and their respective beneficial holders), including any partnership, strategic alliance, profit-sharing, joint development or similar agreement; (viii) Contracts with a Related Party (other than any Management Agreement) that contain material ongoing payment obligations, other than any (i) change in control, severance restrictive covenant, retention, incentive compensation or similar Contract with directors, officers or employees of the Business Entities, including awards (A) granting Carried Interest, (B) by RP MIP granting equity or equity-based compensation, or (C) granted by RP Management Equity Incentive Plan Trust, (except as provided in subclause (ix) below) or (ii) loans to non-executive employees of the Business Entities with an aggregate principal amount not in excess of $3 million during the 12 month period ended on the Closing Date;210,000; and (ix) Any employment, restrictive covenant, change in control, severance, retention or similar Contract with any Key Employees, other than any awards (A) granting Carried Interest or (B) prohibiting by RP MIP granting equity or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material thirdequity-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoingbased compensation. (iib) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Each Material Contract”) are valid, binding Contract is valid and enforceable against each of the Company or the respective Material Subsidiary, as applicable, Business Entities that is a party thereto and, to the Knowledge of the Company, each the other party parties thereto and is in full force and effect (except for expirations, including non-renewals, in the ordinary course of business and in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a wholesuch Material Contract); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any None of the Material Subsidiaries Business Entities is in material default under or under, in material breach of, or nor in receipt of any written claim of such material default or breach (with notice or lapse of time or both), in each case, in any material breach, respect under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to To the Knowledge of the Company, threatened material disputes with respect no other party to any Material Contract is in default under or in breach of such Material Contract. TrueSince the Latest Balance Sheet Date, correct none of the Business Entities has given to, or received from, any other party to any Material Contract, any written notice regarding any material default, breach or violation of any Material Contract by any of the Business Entities or such other party. A true and complete copies copy of each Material Contract have in effect as of the date hereof (including all amendments, waivers, renewals, extension and modifications thereto) has been made available to Buyer prior to the Purchasersdate hereof.

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

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K2.13, neither the Company nor any of the Material Subsidiaries is not a party to or bound by any executory contractof the following, lease, license or other agreement (whether written or oral) that involves: (Ai) any pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation (including any bonuses or other remuneration and whether in cash or otherwise) to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any union, labor organization or similar employee representative, or severance agreements, programs, policies or arrangements; (ii) any contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis; (iii) any contract under which the Company has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (iv) any agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the Company; (v) any lease or agreement pursuant to which the Company is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $10,000; (vi) any lease or agreement pursuant to which the Company is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company and/or Company; (vii) any Material Subsidiary contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $3 million during the 12 month period ended on the Closing Date25,000 (and not otherwise disclosed pursuant to this Section 2.13); (viii) any contract or agreement (A) relating to the licensing of any Intellectual Property Right by the Company to a third party or by a third party to the Company (other than licenses for generally available commercial, unmodified, “off the shelf” Software used solely for the Company’s own internal use for an aggregate fee, royalty or other consideration for any such Software or group of related Software licenses of no more than $10,000), (B) for any Embedded Software or (C) affecting the Company’s ability to use or enforce any Intellectual Property Right (including concurrent use agreements, settlement agreements and consent to use agreements); (ix) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves consideration in excess of $10,000 annually, except any contract or agreement related to Section 2.13(a)(vii); (x) any contract or agreement regarding any material indemnification provided to or by the Company; (xi) any contract or agreement prohibiting or materially limiting or restricting the Company or any Material Subsidiary it from freely engaging in any business or competing anywhere in the world world, granting most favored nation pricing or providing exclusive rights to a counterparty or requiring it to purchase all or substantially all of its requirements for exclusivity in any business line, geographic area a product or otherwiseservice from a particular Person; (Cxii) Indebtedness involving liabilities any material non-disclosure or confidentiality agreements (other than agreements with Buyer); (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or that will require the Company to pay consideration after the execution date of this Agreement in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract10,000; or (Hxiv) any other agreement which is material amendmentto its operations or business prospects. The description of all contracts, modification or supplement in respect of any of the foregoingleases, agreements and instruments identified on Schedule 2.13 identify all amendments and other modifications to such agreements. (iib) All Each of the contracts, agreementsleases, agreements and instruments and documents set forth or required to be set forth on the attached Schedule K 2.13 (each, a “Material Contract”) are is valid, binding and enforceable in accordance with its terms against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of Company’s Knowledge, the Company, each other party parties thereto and is in accordance with their respective terms (except (A) full force and effect. Except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generallyset forth on Schedule 2.13, (Bi) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company has performed all material obligations required to be performed by it under each Material Contract and the Company Subsidiaries, taken as a whole); provided, that, for (with or without the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage lapse of time or the giving of notice, or both) is not in material breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance, in each such case, noncompliance by the Company under any Material Contract, (iii) no Material Contract is currently subject to or, to the Company’s Knowledge, expected to be subject to cancellation or any other material modification by the other party thereto, or is subject to any penalty, right of set-off or other charge by the Material Subsidiaries under other party thereto for late performance or delivery, and (iv) the Company does not have Knowledge of any such material breach or anticipated breach by the other parties to any Material Contract. There are no outstanding, pendingrenegotiations of, or attempts or requests to the Knowledge renegotiate or outstanding rights to renegotiate, any terms of any of the Company, threatened material disputes Material Contracts. (c) Buyer has been supplied with respect to any such Material Contract. True, a true and correct and complete copies copy of each Material Contract have been made available of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to the Purchaserson Schedule 2.13, together with all amendments and an accurate description of any waivers or other changes thereto.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule KContracts Schedule, neither the Company nor any of the Material Subsidiaries is a not party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involvesany: (Ai) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing DateLabor Agreement; (Bii) prohibiting Contract for the employment or materially limiting engagement of any individual on a full‑time, part-time, consulting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseother basis; (Ciii) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of BusinessContract that is a settlement, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell conciliation or similar agreement pursuant to which with any Person has agreed to contribute capital Governmental Authority or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company will have any material outstanding obligation after the date of this Agreement; (iv) Contract, instrument or indenture relating to the borrowing of money or incurrence or assumption of Indebtedness or to mortgaging, pledging or otherwise placing a Lien, except for Permitted Liens, on any Material Subsidiary has agreed to contribute capital portion of the assets of the Company; (v) guaranty of any Indebtedness or surplus to any Person or guarantee other material guaranty of the obligations of any other Person; (vi) lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other party, for which the annual rental exceeds $[***]; (vii) lease or agreement under which it is lessor of, or permits any third party to hold or operate, any personal property owned or used by the Company for which the annual rental exceeds $[***]; (viii) Lease listed or required to be listed on the Leased Real Property Schedule; (ix) Contract for the purchase of products or services which provides for payments by the Company in excess of $[***] during the trailing twelve (12)‑month period ending on the date of the Latest Balance Sheet; (x) agreements relating to any completed material business acquisition by the Company (A) within the last five (5) years or (B) pursuant to which the Company is subject to continuing obligations; (xi) license or royalty agreement relating to the use of any third party Intellectual Property (other than non-exclusive licenses for unmodified, off-the-shelf software licensed for aggregate fees of less than $[***]); (xii) Contract (A) that is a license or royalty agreement relating to the use by a third party of Intellectual Property owned by the Company (other than non-exclusive licenses to customers granted in the ordinary course of business), (B) for the development of any Intellectual Property for or on behalf of the Company (other than work for hire or invention assignment agreements with employees or contractors entered into in the ordinary course of business on standard forms of agreements) or by the Company for any Person, or (C) entered in connection with the resolution of any claim or dispute related to Intellectual Property, such as consent-to-use, covenant-not-to-sue, coexistence, or concurrent use agreements; (xiii) any Affiliate Agreement; (xiv) any Contract granting to any Person under a right of first refusal or option to purchase or acquire any insurance contractassets of the Company; (xv) contract (other than confidentiality agreements entered into in the ordinary course) which places any material limitation on the Company from freely engaging in business anywhere in the world; (xvi) any contract or agreement with a vendor or supplier listed on the Supplier Schedule; (xvii) any Contract with a customer listed on the Customer Schedule; (xviii) any Government Contract; (xix) any Contract imposing "most favored nation" or similar pricing terms on the Company or which grants exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; or (Hxx) any material amendmentpartnership, modification joint venture or supplement similar Contract or any contract or Contract relating to ownership of or investment in respect of any of the foregoingother Person. (iib) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract all written Contracts which are listed on the Contracts Schedule have been made available to Purchaser. (c) Each Contract listed on the PurchasersContracts Schedule is valid, binding, enforceable and in full force and effect against the Company, and to the Knowledge of Sellers, any other party thereto (in each case, subject to Enforcement Limitations), and neither the Company nor, to the Knowledge of Sellers, any other Person party to such Contract is in default in any material respect under any such Contract, except as enforceability may be limited by Enforcement Limitations. During the past three (3) years, neither any Seller nor the Company has received written notice of any material default under any Contract listed on the Contracts Schedule. Neither any Seller nor the Company has received any written notice of non-renewal or termination of any Contract listed on the Contracts Schedule. There does not exist under any Contract listed on the Contracts Schedule any material violation, breach or event of default by the Company, or, to the Knowledge of Sellers, any third party thereto, or, to the Knowledge of Sellers, event or condition that, after notice or lapse of time or both, would constitute a material violation, breach or event of default thereunder on the part of the Company.

Contracts and Commitments. (a) Except as set forth in Section 3.19 of the Company Disclosure Schedule, the Company is not a party to, nor are any of its assets bound by or subject to, any oral or written: (i) Except as expressly contemplated by this Agreementcontract, the Prior Purchase Agreements lease or as set forth on the attached Schedule K, neither other similar document that has an aggregate value of $10,000 or more or cannot be terminated or canceled without further liability to the Company nor any or the Business upon the giving of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement no more than thirty (whether written or oral30) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Datedays notice; (Bii) prohibiting contract with any consultant, or materially for the employment of any person, including any consultant, who is engaged in the conduct of the Business, (iii) contract or commitment limiting or restricting restraining the Company or any Material Subsidiary successor thereto from freely engaging or competing in any business manner or competing anywhere in limiting or controlling the world use or providing for exclusivity in disclosure of confidential information, nor, to Sellers’ knowledge, is any business line, geographic area employee of the Company subject to any such contract or otherwisecommitment; (Civ) Indebtedness involving liabilities license, assignment, franchise, distributorship or other similar contract that relates in excess whole or in part to any software (other than readily available “off-the-shelf” software), patent, trademark, trade name, service ▇▇▇▇ or copyright or to any ideas, technical assistance or know-how or other Intellectual Property of $5 millionor used by the Company in the conduct of the Business; (Dv) other than arising in the Ordinary Course of Business, any joint venture, partnership contract relating to borrowed money or other cooperative arrangement indebtedness (including any letters of credit) or similar arrangement the mortgaging, pledging or otherwise placing a lien or other encumbrance on any material asset of the Company; (vi) contracts relating to joint ventures or agreements involving a sharing of profits or otherwiseprofits; (Evii) “most favored nations” provisionscontract relating to investigating, testing, handling, removal, cleanup, abatement or other actions in connection with environmental liabilities; (Fviii) other than arising contract for the future purchase of fixed assets or the maintenance thereof or for the future purchase of materials, supplies or equipment in excess of the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractCompany’s normal operating requirements; or (Hix) contract containing any material amendmentprovision for delayed damages, modification or supplement in respect of any of the foregoing. (ii) All of the contractsliquidated damages, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited indemnification not fully covered by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach ofinsurance, or in receipt of any written claim of such material default or material breachextraordinary remedies, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.including potential liability for consequential damages;

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreementfor any Leases or guarantees entered into in connection with any Leases, the Prior Purchase Agreements or as set forth on Schedule 3.10(a), and except for agreements entered into by any Group Company after the attached Schedule Kdate hereof in accordance with Section 5.01, neither the no Group Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involvesany: (Ai) payments Contract 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 of the Group Companies; (ii) guaranty of any obligation for borrowed money or other material guaranty; (iii) lease or Contract under which it is lessee, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000 (excluding the Leases); (iv) Contract with any Specified Customer or Specified Supplier; (v) Contract with any Specified Affiliated Network; (vi) Contracts with any Specified Publisher; (vii) Contracts relating to any business acquisition or disposition entered into by any Group Company and/or within the last three (3) years, or with respect to which there are any Material Subsidiary remaining material obligations; (viii) any partnership, joint venture or other similar agreement or arrangement; (ix) any Contract providing for the settlement or compromise of any Action relating to the Group Companies within the past three (3) years that has obligated a Group Company to pay an amount in excess of $3 million during 25,000, or that imposes material ongoing obligations or restrictions on any of the 12 month period ended on the Closing DateGroup Companies; (x) Contracts granting to a Group Company any licenses to Intellectual Property Rights owned by a third party (other than (A) “off-the-shelf” or other commercially available software or software services with annual costs of less than $100,000, (B) prohibiting Contracts entered into with employees, contractors, consultants, service providers, resellers or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising distributors in the Ordinary Course of Business, any joint venture(C) confidentiality agreements entered into in the Ordinary Course, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwiseand (D) Open Source Software agreements; (Exi) “most favored nations” provisions; Contracts pursuant to which a Group Company grants to a third party any licenses to Company IP (F) other than arising non-exclusive licenses granted in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts); (Gxii) Contract that (A) restrains the ability of a capital maintenance contract, keepwell Group Company to compete or similar agreement pursuant to which conduct business in a product line or line of business or in any Person has agreed to contribute capital territory or surplus to the (B) restricts a Group Company from purchasing any product or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to service exclusively from any Person or guarantee the obligations that contains a “most favored nation” or similar provision; (xiii) Contract with any employee or individual independent contractor with any Group Company which provides for annual base compensation in excess of any Person under any insurance contract$200,000, excluding offer letters which provide for at-will employment and no severance obligations; or (Hxiv) any material amendment, modification collective bargaining agreement or supplement in respect other Contract with any labor organization or other representative of any employees of the foregoinga Group Company. (iib) All Buyer either has been supplied with, or has been given access to, a true and correct copy of all written Contracts that are referred to or required to be referred to on Schedule 3.10(a) (collectively, such Contracts whether or not written, the contracts, agreements, instruments “Material Contracts”). (c) Each Material Contract is valid and documents set forth binding on the attached Schedule K (each, a “Material Contract”) are valid, binding Group Companies and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto is in accordance with their respective terms full force and effect (except (A) as limited by applicable bankruptcythe Remedies Exception). No Group Company has, insolvencyin any material respect, reorganizationviolated or breached, moratorium and or committed any default under, any Material Contract. To the knowledge of Seller, no other Laws of general application affecting the enforcement of creditors’ rights generallyPerson has materially violated or breached, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include committed any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach ofunder, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred whichand is continuing through any Group Company’s actions or inactions or, with to the passage knowledge of time Seller, any actions or the giving of noticeinactions by any other party thereto, or both, would that will result in a material default, violation or breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under provisions of any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

Contracts and Commitments. (a) Except for this Agreement and the Escrow Agreement, Schedule 3.6(a) sets forth a complete list of each (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither Contract to which the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or orala “Company Contract”) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising not made in the Ordinary Course of Business; (ii) Company Contract relating to the borrowing of money in excess of $250,000 or Guarantee of any such obligation, together with any hedge agreements; (iii) Company Contracts concerning completed or pending transfers of Mortgage Loans or servicing rights by the Company to another Person, including any Company Contract containing on-going indemnification obligations; (iv) Company Contract that by its terms limits the payment of dividends or distributions by the Company or that by its terms either requires the Company to do business with the contract party on an exclusive basis or restricts or limits the Company from owning, managing or operating any business or in any geographical location (including non-competition agreements); (v) Company Contract that is a joint venture, venture or partnership agreement; (vi) Company Contract that grants any right of first refusal or other cooperative arrangement right of first offer or similar arrangement involving right to third parties or that limits or purports to limit the ability of the Company in any material respect to pledge, sell, transfer or otherwise dispose of any material amounts of assets or business; (vii) Company Contract providing for any material future payments that are conditioned, in whole or in part, on a sharing change of profits control with respect to the Company; (viii) material agency, broker, sale representative, marketing, referral, affinity, lead-generation or otherwise; similar Company Contract; (Eix) Company Contract that contains a “most favored nationsnation” provisions; clause obligating the Company to change the material terms and conditions of such Contract based on better terms or conditions provided to other parties in similar contracts; (Fx) Company Contract relating to (A) any merger or business combination concerning the Company, (B) the acquisition by the Company of all or substantially all of the assets of any other Person, or (C) the disposition by the Company of all or substantially all of its assets to any other Person; (xi) written Company Contract with any manager, director, officer, employee, shareholder, or Affiliate of the Company involving payments or compensation in excess of $100,000 per year during each year from January 1, 2012 through December 31, 2014, in each case, that is currently in effect; (xii) other than arising Company Contract involving aggregate annual expenditures or revenues in excess of $250,000; and (xiii) Servicing Agreements (the Ordinary Course contracts of Businessthe type covered in clauses (i) through (xiii), material third-party administration the “Material Contracts”). The Company has provided, or otherwise made available, to Buyer true and correct copies of all Material Contracts. The Company has no oral employment agreements or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contractcompensation arrangements with any manager, keepwell director, officer, employee or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any shareholder of the foregoingCompany. (iib) All of the contracts, agreements, instruments and documents Except as set forth in Schedule 3.6(b), (i) each Material Contract is valid and binding on the attached Schedule K (each, a “Material Contract”) are valid, binding Company and enforceable against the Company or the respective Material Subsidiary, as applicable, in full force and effect and, to the Knowledge of the Company, each is valid and binding on the other party thereto in accordance with their respective terms parties thereto; and (except (Aii) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries(and, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened any counterparty thereto) has performed in all material disputes with respect respects all obligations required to any such be performed by it to date under each Material Contract. TrueThe Company is not in default under any Material Contract, correct and complete copies of each Material Contract have been made available to the PurchasersKnowledge of the Company, there has not occurred any Event that, with the lapse of time or giving of notice or both, would constitute such a default. (c) The Company has provided a schedule to Buyer showing all indemnification payments made by the Company during the past three (3) years.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on in Section 5.13 of the attached Schedule KDisclosure Schedule, neither Dourave nor the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (Aa) contract, agreement, commitment or personal property lease which requires Dourave or the Subsidiaries to make payments by the Company and/or any Material Subsidiary thereunder in excess of $3 million during the 12 month period ended on the Closing Date2,000; (Bb) prohibiting note, loan or materially limiting evidence of indebtedness on the part of Dourave or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwiseSubsidiaries of more than $2,000; (Cc) Indebtedness involving liabilities contracts, agreements or commitments not otherwise described in (a) or (b) above which are not in the ordinary course of Dourave’s or the Subsidiaries’ business or which materially affect Dourave’s or the Subsidiaries’ business; (d) guarantee of any Liability or obligation; (e) contracts, agreements or commitments containing covenants limiting the freedom of Dourave or the Subsidiaries to engage in any line of business or compete with any other Person; (f) contracts for the employment of any officer, individual, employee or other person or entity on a full-time, part-time, consulting or other basis, or other agreement providing severance benefits or relating to loans to officers, directors, employees or Affiliates; (g) partnership or joint venture agreements; (h) contracts, agreements or commitments which have an unexpired term in excess of $5 milliontwelve (12) months from the date hereof, other than those which can be terminated on not more than thirty (30) days notice without Liability to Dourave, the Subsidiaries or Buyer; (Di) other than arising in the Ordinary Course contract or agreement which is incapable of Businessbeing fulfilled or performed on time without undue or unusual expenditure of time, any joint venture, partnership money or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwiseeffort; (Ej) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant which provides for any payment or receipt of funds not accurately reflecting the value on an arm’s length basis of the services or goods in consideration of which that payment or receipt of funds has been made or is to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractbe made; or (Hk) contract or agreement which involves or is likely to involve obligations, restrictions or liabilities whose nature or magnitude ought reasonably to be known by an intending purchaser of Dourave and its business. None of Dourave, the Subsidiaries nor any material amendmentother party thereto is in default (nor does any circumstance exist which, modification with notice or supplement the lapse of time or both, would result in respect of such a default) under any agreement, contract, lease or commitment described in this Section 5.13 to which it is a party (the “Material Contracts”). Each of the foregoing. (ii) All of the contractsMaterial Contracts is in full force and effect, agreements, instruments is valid and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and is enforceable against Dourave, the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, Subsidiaries and each other party thereto in accordance with their respective terms (except (A) as limited by applicable its STG_331658.1 terms, subject to general principles of equity and laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application or similar laws affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating regardless of whether considered in a proceeding in equity or at law. The Sellers have delivered or made available to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company Buyer true and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any correct copies of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material ContractContracts. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies Copies of each Material Contract personal property lease have been provided or made available to Buyer and Section 5.13 of the PurchasersDisclosure Schedule sets forth a list of such leases. Each personal property lease listed in Section 5.13 of the Disclosure Schedule includes a description of the leased property, the monthly rent, the term of the lease and any options to purchase the leased property.

Contracts and Commitments. (a) Schedule 4.15 annexed hereto lists all material contracts, leases, commitments, technology agreements, software development agreements, software licenses, indentures and other agreements to which TechStar is a party (collectively, "Material Contracts") including, without limitation, the following: (i) Except as expressly contemplated any contract for the purchase of equipment, supplies, other materials, or other inventory items other than purchase orders for supplies entered into in the ordinary course of business; (ii) any contract related to the purchase or lease of any capital asset involving aggregate payments of more than $5,000 per annum that is not cancelable by this AgreementTechStar on less than thirty (30) days notice; (iii) all technology agreements, software development agreements and software licenses (except for pre-printed shrinkwrap licenses for commercially available and non-custom software applications) involving TechStar or any Affiliate of TechStar, regardless of the duration thereof or the amount of payments called for or required thereunder; (iv) any guarantee, make-whole agreement, or similar agreement or undertaking to support, directly or indirectly, the Prior Purchase Agreements financial or as set forth on other condition of any other person or entity; (v) each contract for or relating to the attached Schedule Kemployment of any officer, neither the Company nor any of the Material Subsidiaries is a party employee, technician, agent, consultant, or advisor to or bound for TechStar that is not cancelable by TechStar without penalty, premium or liability (for severance or otherwise) on less than thirty (30) days' prior written notice; (vi) license, royalty, franchise, distributorship, dealer, manufacturer's representative, agency and advertising agreements; (vii) any executory contract with any collective bargaining unit; (viii) any mortgage of real property; (ix) any factoring agreement with respect to the accounts receivable of TechStar; (x) any pledge or other security agreement by TechStar other than guaranties entered into in the ordinary course of business which are not material to TechStar, (xi) any joint venture agreement or similar arrangement; (xii) any non-competition agreement or similar arrangement; and (xiii) any contract, lease, license commitment, indenture, or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital TechStar is a party that may not be terminated without penalty, premium or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or liability by TechStar on not more than thirty (H30) any material amendment, modification or supplement in respect of any of the foregoingdays' prior written notice. (b) Except as set forth in Schedule 4.15: (i) all Material Contracts are in full force and effect; (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, TechStar and, to the Knowledge knowledge of TechStar and AUGI, the Companyother parties thereto, each other party thereto are in accordance compliance with all of their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of obligations under the Material Subsidiaries is Contracts in all material respects, and are not in breach or default under thereunder, nor has there occurred any condition or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage after notice or lapse of time or the giving of notice, or both, would result in constitute a material default, breach or event of noncompliance, in each such case, by the Company or any default thereunder; and (iii) none of the Material Subsidiaries under any such Material Contract. There are no outstandingContracts will be voided, pendingrevoked or terminated, or to the Knowledge voidable, revocable or terminable, in whole or in part, upon and by reason of the CompanyMerger and the change of ownership of TechStar pursuant to this Agreement or otherwise as a result of the transactions contemplated hereby. (c) No purchase commitment by TechStar is in excess of the normal, threatened material disputes with respect ordinary and usual requirements of the business of TechStar. (d) There is no outstanding power of attorney granted by TechStar to any such Material Contract. Trueperson, correct and complete copies of each Material Contract have been made available to the Purchasersfirm or corporation for any purpose whatsoever.

Contracts and Commitments. (a) SCHEDULE 3.14 attached hereto lists: (i) Except all Contracts that require the expenditure of or have an aggregate future liability in excess of, or involve the receipt of, more than One Hundred Fifty Thousand Dollars ($150,000) in any consecutive twelve month period after the date hereof by any Company, other than those terminable by such Company on not more than sixty (60) days notice without penalty or payment; (ii) all Contracts under which (A) any Company has borrowed any money from, or issued any note, bond, debenture or other evidence of Indebtedness (as expressly contemplated by this Agreementhereinafter defined) to, the Prior Purchase Agreements any person (other than a Company) and all other notes, bonds, debentures and other evidences of Indebtedness of any Company (other than in favor of a Company) and (B) any person (other than a Company) has directly or as set forth on the attached Schedule Kindirectly guaranteed Indebtedness, neither the liabilities or obligations of a Company nor or a Company has directly or indirectly guaranteed Indebtedness, liabilities or obligations of any of the Material Subsidiaries person; (iii) all material licensing agreements with third parties to which any Company is a party and all material license, sublicense, option and other agreements relating in whole or in part to the Intellectual Property (including any material license and other agreements under which a Company is licensee or licensor of any Intellectual Property); (iv) all real property leases and subleases to which any Company is a party; (v) each employment agreement that a Company is party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves: (A) payments by the Company and/or any Material Subsidiary has an aggregate future liability in excess of $3 million during 150,000; (vi) each collective bargaining agreement and other contract with any labor organization, union or association that a Company is party to or bound by; (vii) each covenant not to compete or other contractual restriction prohibiting the 12 month period ended distribution of products in any jurisdiction (other than those arising out of the limitation of the scope of a license of Intellectual Property) that a Company is party to or bound by; (viii) each Contract (other than this Agreement) that a Company is party to or bound by with (A) Seller or any affiliate of Seller (other than a Company) or (B) any current or former officer, director or employee of a Company, Seller or any affiliate of Seller (other than employment agreements covered by clause (v) above); (ix) each Contract under which a Company has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any person (other than a Company and other than extensions of trade credit in the ordinary course of business); (x) each Contract granting a Lien upon any Company Property (as defined in Section 3.22) or any other asset (other than Liens relating to leased equipment); (xi) each Contract providing for indemnification of any person with respect to material liabilities (other than pursuant to license agreements, leases and other agreements entered into in the ordinary course of business) and each Contract regarding the sale of any business providing for indemnification of any person; (xii) each power of attorney (other than a power of attorney given in the ordinary course of business with respect to routine tax matters or the registration of trademarks) that a Company is party to or bound by; (xiii) each confidentiality agreement that a Company is party to or bound by; (xiv) each Contract for the sale of any asset of a Company (other than inventory sales in the ordinary course of business) or the grant of any preferential rights to purchase any such asset or requiring the consent of any party to the transfer thereof, other than any such Contract entered into in the ordinary course of business after the date of this Agreement and not in violation of this Agreement; (xv) each currency exchange, interest rate exchange, commodity exchange or similar Contract that a Company is party to or bound by; and (xvi) each Contract for any joint venture or partnership that a Company is party to or bound by (collectively, "Material Contracts"). (b) None of the Companies has obtained any letter of credit that is outstanding or will be in effect on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus Date to any Person person, firm or guarantee the obligations of corporation for any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoingpurpose whatsoever. (iic) All None of the contracts, agreements, instruments and documents set forth on Companies is (with or without the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage lapse of time or the giving of notice, or both, would result ) in a material breach or default, nor to Seller's knowledge is there any basis for any claim of default, nor to Seller's knowledge is any other party to any Material Contract (with or without the lapse of time or the giving of notice, or both) in breach or event of noncompliancedefault, in each such case, by the Company or under any of the Material Subsidiaries under Contracts, except for such breaches and defaults that, individually or in the aggregate, would not have a Material Adverse Effect. To the knowledge of Seller, all the Material Contracts are in full force and effect and are valid and binding and are enforceable by the Company that is a party thereto in accordance with their terms. (d) As of the date hereof, none of Seller and the Companies has, except as set forth on SCHEDULE 3.14, received any such notice of the intention of any party to terminate any Material Contract. There are no outstanding, pending, Seller has delivered or made available to Purchaser prior to the Knowledge execution of this Agreement true and correct copies of all the Material Contracts, together with all modifications and amendments thereto, in effect as of the Companydate hereof. (e) For purposes of this Agreement, threatened material disputes "Indebtedness" shall mean (i) all obligations for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices) or with respect to deposits or advances of any such Material Contract. Truekind (other than pursuant to license agreements, correct leases and complete copies other agreements entered into in the ordinary course of each Material Contract have been made available to the Purchasersbusiness), (ii) any other obligation that is evidenced by a note, bond, debenture or similar instrument or on which interest charges are customarily paid, (iii) all obligations under financing leases, (iv) all obligations in respect of acceptances issued or created, (v) all liabilities secured by any Lien on any property other than Permitted Liens and (vi) all guarantee obligations.

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

Contracts and Commitments. (a) Excluding (i) Except as expressly contemplated by this Agreementthe Transactions and any Contracts and/or Trading Contracts relating to the Transactions, (ii) Affiliate Contracts, (iii) Cornerstone Contracts, (iv) any Credit Support associated with the Prior Purchase Agreements or as set forth on the attached Schedule Kitems listed in Section 4.20(a)(i) through (iii), (iv) Contracts pursuant to which neither the Company nor any of its assets will be bound or have liability after Closing (including any Contracts associated with or relating to any Excluded Items), and (v) Benefit Plans, Schedule 4.20 sets forth a list as of the Material Subsidiaries date of this Agreement of the following Contracts (including any waiver granted with respect to the material terms of such Contracts) to which the Company is a party to or by which the Company’s assets are bound by any executory contract(the Contracts listed on Schedule 4.20 that meet the descriptions in this Section 4.20, leasebeing collectively, license or other agreement (whether written or oral) that involves:the “Material Contracts”): (A) payments by the Company and/or each Contract under which it has incurred, assumed or guaranteed any Material Subsidiary outstanding indebtedness for borrowed money, whether as borrower, lender or guarantor, in excess of $3 million during the 12 month period ended on the Closing Date1,000,000 and all related security agreements or similar agreements granting Liens securing such indebtedness for borrowed money; (B) prohibiting or materially Contracts containing covenants limiting or restricting the Company or any Material Subsidiary from freely engaging freedom of the Companies to engage in any line of business or competing anywhere in the world compete with any Person or providing for exclusivity operate in any business line, geographic area or otherwiselocation; (C) Indebtedness involving liabilities in excess Any Contract pending for the acquisition or disposition, directly or indirectly (by merger or otherwise) of $5 millionany of the Capital Stock of the Companies; (D) Any Contracts between the Companies, on one hand, and the Seller or any Non-Company Affiliate on the other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwisehand; (E) “most favored nations” provisions;Contracts relating to the licensing of Intellectual Property (other than the Excluded Items) having an annual fee of at least $100,000, but specifically excluding any licensing agreements generally available, off-the-shelf or non-customized software; and (F) Any (1) employment Contract or consulting contract with a natural person, in each case requiring annual compensation (including base salary, bonuses and benefits) in excess of $600,000, and (2) any employee, officer or director indemnification Contract (other than arising any Charter Documents), and in the Ordinary Course case of Business, material third-party administration or other insurance policy administration clauses (1) and (2) excluding all Contracts relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell Incentive Plan Payment Amount or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoingDeferred Incentive Plan Amount. (iib) All The Companies have provided Buyer with, or access to, copies of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “all Material Contract”) are valid, binding and enforceable against the Company or the respective Material SubsidiaryContracts, as applicable, and, to amended through the Knowledge date of the Company, each other party thereto this Agreement. (c) The Companies are not in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief breach or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to . (d) To the Knowledge of Seller, there are no legally binding oral contracts (other than oral contracts relating to or associated with the CompanyMarketing and Trading Transactions, threatened material disputes with respect such as oral confirmations) to which any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersCompany is a party.

Contracts and Commitments. (i) Except 15.1 Since its incorporation, the Company has carried on its business in the ordinary course and, save as expressly mentioned in or as contemplated by this Agreement, the Prior Purchase Agreements Company has not entered into any transaction or as set forth incurred any material liabilities except in the ordinary course of its day-to-day business and on an arm’s length basis for full value. 15.2 There is no now outstanding nor, will there be outstanding at Completion with respect to the attached Schedule K, neither the Company nor Company: (1) any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written by way of guarantee, indemnity, warranty, representation or oralotherwise) that involves: (A) payments by under which the Company and/or is under any Material Subsidiary actual or contingent material liability in excess respect of $3 million during the 12 month period ended on obligations of any person other than the Closing DateCompany; (B2) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company is a party which is of a long-term (i.e. more than one year) and non-trading nature or contains any unusual or unduly onerous provision disclosure of which could reasonably be expected to influence the decision of ▇▇▇▇▇▇▇ in being issued and allotted with any or all of the Subscription Shares; (3) any sale or purchase option or similar agreement affecting any assets owned or used by the Company; (4) any material agreement in excess of US$10,000 (or its equivalent in any other currency) entered into by the Company otherwise than by way of bargain at arm’s length; and (5) any management agreements, joint venture agreements, agency agreements, processing agreements, construction agreements or any Material Subsidiary form of agreement whatsoever which entitles any person to bind the Company contractually, to settle, negotiate or compromise any accounts or claims or to collect, receive or share in any balances or sums payable to the Company save in the ordinary course of business. 15.3 The Company has agreed not received any formal or informal notice to contribute capital or surplus repay under any agreement relating to any Person borrowing (or guarantee indebtedness in the obligations nature of borrowing) which is repayable on demand. 15.4 The Company is not under any obligation, or party to any contract, which cannot readily be fulfilled or performed by it on time and without undue or unusual expenditure of money or effort and which is material in the context of the Company’s business as a whole. 15.5 No party to any contractually binding agreement or arrangement with or under an obligation to the Company is in default under it, being a default which would be material in the context of the Company’s financial or trading position and there are no circumstances likely to give rise to such a default. 15.6 The Company is not in default under any agreement or obligation to which it is party or in respect of any Person under other obligations or restrictions binding upon it. 15.7 There are no outstanding contracts, engagements or liabilities, whether quantified or disputed, save for those entered into in the ordinary course of the Company’s day to day business operations. 15.8 With respect to the Company, there are no: (1) contractual arrangements between the Company and any insurance contractparty (including but not limited to financiers of the Company) which will or may be legally terminated as a result of the execution or completion of this Agreement; (2) liabilities for any statutory or governmental levy or charge; (3) powers of attorney or other authorities (express or implied) which are still outstanding or effective to or in favour of any person to enter into any contract or commitment or to do anything on its behalf; (4) agreements or arrangements entered into by it otherwise than by way of bargain at arm’s length; (5) contracts which are unusual or of a long-term nature or involving or which may involve obligations on it of a nature or magnitude calling for special mention or which cannot be fulfilled or performed on time or without undue or unusual expenditure of money or effort; or (H6) any material amendment, modification contracts or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company arrangements between itself and the Company Subsidiaries, taken as a whole); provided, that, for parties hereto or their associates other than contracts in the avoidance ordinary course of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior their day to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersday trading operations.

Contracts and Commitments. Except for agreements disclosed on the Microgyn Disclosure Schedule: (a) Microgyn is not a party or subject to: (i) Except Any union contract or collective bargaining agreement or any employment contract or arrangement, written or oral, providing for future compensation with any officer, consultant, director or employee which is not terminable by it on 30 days' notice or less without penalty or obligation to make payments related to such termination, other than (A) (in the case of employees other than executive officers) such severance agreements as expressly contemplated are not different from standard arrangements offered to employees generally in the ordinary course of business consistent with Microgyn's past practices, a description of which is set forth in the Microgyn Disclosure Schedule and (B) such agreements as may be imposed or implied by law; (ii) Any plans, contracts or arrangements, written or oral, which collectively require aggregate payments by Microgyn in excess of $25,000 for bonuses, pensions, deferred compensation, severance pay or benefits, retirement payments, profit-sharing, or the like; (iii) Any joint marketing, joint development or joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits with other persons; (iv) Any existing OEM agreement, distribution agreement, volume purchase agreement, or other similar agreement in which the annual amount involved is expected to exceed in 1996 or any subsequent year, $5,000 or pursuant to which Microgyn has granted or received most favored customer provisions or exclusive marketing rights related to any product, group of products or territory; (v) Any lease for real or personal property pursuant to which the amount of payments which Microgyn is required to make on an annual basis exceeds $5,000; (vi) Any agreement, contract, mortgage, indenture, lease, instrument, license, franchise, permit, concession, arrangement, commitment or authorization which may be, by its terms, terminated or breached by reason of the execution of this Agreement, the Prior Purchase Agreements Articles of Merger or as set forth on any Microgyn Ancillary Agreement, the attached Schedule K, neither the Company nor any closing of the Material Subsidiaries is a party to Merger, or bound by any executory contractthe consummation of the transactions contemplated hereby or thereby, lease, license or other agreement (whether written or oral) that involves:including the Subsequent Merger; (Avii) payments by Except for trade indebtedness incurred in the Company and/or ordinary course of business, any Material Subsidiary instrument evidencing or related in any way to indebtedness in excess of $3 million during the 12 month period ended on the Closing Date; (B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere 5,000 incurred in the world acquisition of companies or providing other entities or indebtedness in excess of $5,000 for exclusivity in any business lineborrowed money by way of direct loan, geographic area sale of debt securities, purchase money obligation, conditional sale, guarantee, indemnification or otherwise; (Cviii) Indebtedness Any license agreement, either as licensor or licensee; (ix) Any contract containing covenants purporting to limit Microgyn's freedom to compete in any line of business or in any geographic area or with any third party; (x) Any agreement, contract or commitment relating to capital expenditures and involving liabilities future obligations in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract5,000; or (Hxi) any Any other agreement, contract or commitment which is material amendment, modification or supplement in respect of any of the foregoingto Microgyn's Business. (iib) All of Each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license and commitment listed in the contractsMicrogyn Disclosure Schedule is valid and binding on Microgyn and is in full force and effect, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, andneither Microgyn nor, to the Knowledge knowledge of the CompanyMicrogyn, each any other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcythereto, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be has breached any material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach provision of, or is in receipt default under the terms of, any such agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license or commitment. (c) There is no agreement, judgment, injunction, order or decree binding upon Microgyn which has or could reasonably be expected to have the effect of prohibiting or materially impairing any written claim material current business practice of such Microgyn, any acquisition of material default or material breach, under any Material Contract. No event has occurred which, with the passage of time property by Microgyn or the giving conduct of notice, business by Microgyn as currently conducted or both, would result as proposed to be conducted by Microgyn in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the PurchasersMicrogyn Business Plan.

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreementdisclosed in Schedule 4.9, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is not a party to or bound by any executory contract, lease, license obligation or other agreement (whether written or oral) that involves: (A) payments commitment which involves a potential commitment by the Company and/or any Material Subsidiary HTI in excess of $3 million during 500,000 or which is otherwise material and not entered into in the 12 month period ended ordinary course of business and is not obligated under any contract or agreement or subject to any charter restriction which presently materially adversely affects"" its business, properties, assets, prospects or financial condition. The Company is not in default under any contract, obligation or commitment the consequences of which default would have a Material Adverse Effect on the Closing DateCompany. All agreements terminable by a third party in the event the Company enters into this Agreement have been brought to DUPONT's attention. (b) Except as set forth in Schedule 4.9, HTI is not a party to any material written or oral (a) contract with any labor union; (Bb) prohibiting contract for the future purchase of fixed assets or materially limiting for the future purchase of materials, supplies or restricting equipment in excess of normal operating requirements; (c) contract for the Company employment of any officer or director on a full-time basis or any Material Subsidiary from freely engaging in contract with any business person on a consulting basis; (d) bonus, pension, profit-sharing, retirement, stock purchase, stock option, or competing anywhere in similar plan; (e) agreement or indenture relating to the world borrowing of money or providing to the mortgaging, pledging or placement of a lien on any assets of HTI; (f) guaranty of any obligation for exclusivity in any business line, geographic area borrowed money or otherwise; (Cg) Indebtedness involving liabilities lease or agreement under which HTI is lessee of or holds or operates any property, real or personal, owned by any other party; (h) lease or agreement under which HTI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by HTI; (i) agreement or other commitment under which HTI is obligated to pay any broker's fees, finder's fees or any such similar fees, to any third party in excess of $5 million75,000 during the year ended December 31, 1996; (Dk) other than arising in the Ordinary Course of Businesscontract, agreement or commitment under which HTI has issued, or may become obligated to issue, any joint ventureshares of capital stock of HTI, partnership or any warrants, options, convertible securities or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement commitments pursuant to which HTI is or may become obligated to issue any Person has agreed to contribute shares of its capital or surplus to the Company stock; or any Material Subsidiary other contract, agreement, arrangement or any capital maintenance contract or similar agreement pursuant to understanding which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or (H) any material amendment, modification or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be is material to the Company business of HTI. HTI has furnished to DUPONT true and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any of the Material Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of such material default or material breach, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasersall such agreements and other documents requested by DUPONT or its authorized representatives.

Contracts and Commitments. (a) Schedule 3.17(a) lists all of the following Contracts, whether written or oral, to which the Company is a party or which relate to the Transferred Business (“Material Contracts”): (i) Except as expressly contemplated Any Contract providing for the sale of products or the provision of services by this Agreement, Seller (with respect to the Prior Purchase Agreements Transferred Business) or as set forth on the attached Schedule K, neither the Company nor in excess of $50,000; (ii) Any Contract providing for an expenditure by Seller (with respect to the Transferred Business) or the Company in excess of $50,000; (iii) any license agreement pursuant to which Seller or the Company, as licensee or licensor, licenses any Transferred Germplasm, any traits included in any Transferred Germplasm, or any other Intellectual Property; (iv) Any purchase commitment in excess of the Material Subsidiaries is normal requirements of the Transferred Business or at a party price in excess of the current reasonable market price at the time of such commitment; (v) Any power of attorney granted by Seller, with respect to the Transferred Business, or bound by the Company to any executory contractPerson; (vi) Any loan agreement, leaseindenture, license promissory note, conditional sales agreement, mortgage, security agreement, pledge, letter of credit arrangement, guarantee or other similar type of agreement; (vii) Any arrangement or other agreement (whether written or oralnot otherwise required to be listed on Schedule 3.17(a) that involves: under any other clause of this Section 3.17(a)) which involves (A) a sharing of profits, (B) future payments of $50,000 or more per annum to other Persons, or (C) any joint venture, partnership or similar Contract or arrangement; (viii) Any sales agency, sales representation, consultant, distributorship or franchise agreement that is not terminable by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Datewithout penalty within 60 days; (Bix) prohibiting Any Contract providing for the payment of any cash or materially limiting other benefits upon the sale or restricting change of control of the Company or any Material Subsidiary the sale of a substantial portion of the Company’s or the Seller’s assets; (x) Any Contract prohibiting competition, prohibiting the Company from freely engaging in any business or competing anywhere in the world world, or providing for exclusivity in any business line, geographic area prohibiting the disclosure of trade secrets or otherwiseother confidential or proprietary information; (Cxi) Indebtedness involving liabilities in excess of $5 million; (D) other than arising Any Contract or commitment not made in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise; (E) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contractCourse; or (Hxii) any material amendment, modification Any other Contract or supplement in respect of any of commitment which is not cancelable by the foregoingCompany without penalty on 60 days’ notice or less. (iib) All of the contractsNeither Seller nor Landec, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closingthe Transferred Business, as of or prior to such Additional Closing. Neither nor the Company nor has received any of the Material Subsidiaries is in material default under or in material breach of, or in receipt notice of any written claim of such material default intention to terminate, repudiate or material breach, under disclaim any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.

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

Contracts and Commitments. (a) Schedule 4.13 attached hereto lists: (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither all contracts to which the Company nor any of the Material Subsidiaries is a party or is otherwise bound that require the receipt or expenditure of more than Two Hundred Fifty Thousand Dollars ($250,000) by the Company in any consecutive twelve-month period after the date hereof, other than those terminable without penalty on not more than ninety (90) days’ notice; (ii) any agreement to which the Company is a party or is otherwise bound creating or evidencing long-term indebtedness (whether incurred, assumed, guaranteed or secured by any executory contract, lease, license asset); (iii) all licensing agreements with third parties to which the Company is a party that require the receipt or expenditure of more than Two Hundred Fifty Thousand Dollars ($250,000) by the Company in any consecutive twelve-month period after the date hereof; (iv) each collective bargaining or other agreement (whether written or oral) that involves: (A) payments by to which the Company and/or is a party or is otherwise bound with any Material Subsidiary in excess labor union or other representative of $3 million during the 12 month period ended on the Closing Date; a group of employees; (Bv) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business lineeach partnership, geographic area or otherwise; (C) Indebtedness involving liabilities in excess of $5 million; (D) other than arising in the Ordinary Course of Business, any joint venture, partnership contribution, tax sharing or other cooperative arrangement agreement to which the Company is a party or similar arrangement is otherwise bound involving a sharing of profits profits, losses, costs or otherwise; liabilities by the Company with Seller or any of its Affiliates or any third party; (Evi) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration each written contract or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company is a party and containing terms which impose or any Material Subsidiary has agreed purport to contribute capital impose non-competition obligations upon the Company; (vii) each written warranty, guaranty or surplus other similar undertaking with respect to any Person or guarantee contractual performance extended by the obligations Company other than in the ordinary course of any Person under any insurance contractbusiness; or (Hviii) any material amendmentcontract to which the Company is a party or is otherwise bound providing for the purchase or sale of property other than in the ordinary course of business or providing for the purchase or sale of real property; and (ix) all real property leases, modification subleases, under leases, licenses or supplement in respect of any of the foregoing. (ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K other occupancy agreements (each, a “Real Estate Lease”) to which the Company is a party ((i) – (ix) collectively, “Material Contracts”). (b) Except as set forth on Schedule 4.13(b), the Company has not obtained any letter of credit for, or given any power of attorney to, any person or entity for any purpose whatsoever that, in each case, is outstanding or will be in effect on the Closing Date. (c) The Company is not in breach or default, and to Seller’s knowledge, there is no basis for any claim of breach or default, under any of the Material Contracts, except such claims, breach or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The Company has not received any written notice that the Company is in breach or default of any Material Contract”) . To the knowledge of Seller, all of the Material Contracts are in full force and effect and are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms terms. (except (Ad) as limited by applicable bankruptcy, insolvency, reorganization, moratorium Seller has heretofore delivered or made available to Purchaser true and other Laws correct copies of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any all of the Material Subsidiaries is in material default under or in material breach ofContracts, or in receipt of any written claim of such material default or material breachincluding all amendments, under any Material Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would result in a material default, breach or event of noncompliance, in each such case, by the Company or any of the Material Subsidiaries under any such Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct modifications and complete copies of each Material Contract have been made available to the Purchaserssupplements thereto.

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

Contracts and Commitments. (ia) Except as expressly contemplated by this Agreement, Schedule 5.9(a) lists the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or following contracts and other agreement agreements (whether written or oral) that involvesto which the Company is a party or by which it is bound: (Ai) payments by the Company and/or power of attorney or other similar agreement or grant of agency related to any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing DatePurchased Asset; (Bii) prohibiting any agreement (or materially limiting group of related agreements) for the purchase or restricting sale of raw materials, commodities, supplies, products, or other tangible personal property, or for the furnishing or receipt of services; (iii) contract or agreement with any Government Entity; (iv) agreement relating to Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any Purchased Asset (tangible or intangible) or any letter of credit arrangements, or any guarantee therefor; (v) Lease or other agreement under which it is (x) lessee of or holds or operates any personal property, owned by any other party, or (y) lessor of or permits any third party to hold or operate any personal property owned or controlled by it; (vi) agreements relating to the ownership of, investments in or loans and advances to any Person, including investments in joint ventures, partnerships and minority equity investments, including, without limitation, the Hitachi Agreement; (vii) license, agreement, assignment, royalty, indemnification or other agreement with respect to any Intellectual Property Rights to which the Company is a party, either as licensee or any Material Subsidiary licensor, in each case identifying the subject Intellectual Property Rights; (viii) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world world, other than agreements described in clause (viii) above, or providing for exclusivity in restricting the use of any business lineIntellectual Property Rights, geographic area including any nondisclosure or otherwiseconfidentiality agreements; (Cix) Indebtedness involving liabilities in excess of $5 millionany settlement, conciliation or similar agreement; (Dx) other than arising in the Ordinary Course of Businessany indemnification, any joint venture, partnership guarantee or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwisecomparable agreement; (Exi) “most favored nations” provisions; (F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts; (G) a capital maintenance contract, keepwell or similar any agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to under which the Company consequences of a default or any termination could reasonably be expected to have a Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee Adverse Effect on the obligations of any Person under any insurance contractPurchased Assets; or (Hxii) any other agreement (or group of related agreements) which is material amendment, modification or supplement in respect of any of to the foregoingBusiness. (iib) All of the contracts, agreements, agreements and instruments and documents which are Purchased Assets set forth or required to be set forth on Schedule 5.9(a) (collectively, the attached Schedule K (each, a “Material ContractContracts”) are legal, valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of by the Company, each other party thereto and to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms (terms, and in full force and effect, except (A) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application insolvency or similar law affecting the enforcement of creditors’ rights generally, (B) as limited generally or by Laws relating general principles of equity. Subject to the availability of specific performancematters referred to on Schedule 5.2(b), injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to the Initial Closing, or, if this Agreement is being executed and delivered with respect to an Additional Closing, as of or prior to such Additional Closing. Neither the Company nor any each of the Material Subsidiaries is Contracts shall continue to be legal, valid, binding and enforceable by the Company, in accordance with their respective terms, and in full force and effect without penalty in accordance with its terms upon consummation of the transactions contemplated hereby, except as may be limited by applicable bankruptcy, insolvency or similar law affecting creditors’ rights generally or by general principles of equity. Except as set forth on Schedule 5.9(a), the Company has not received any notice that any party has repudiated any material default under or in material breach of, or in receipt provision of any written claim of such material default or material breach, under any Material Contract. No Except as set forth on schedule 5.9(a), the Company is not in default under, or in breach of any Material Contract. Except as set forth on Schedule 5.9(a), no event has occurred which, which with the passage of time or the giving of notice, notice or both, both would result in a material default, default or breach or event of noncompliance, in each such case, by the Company under any Material Contract and the Company does not have any Knowledge of any existing or threatened breach or cancellation by the other parties to any Material Contract. (c) Buyer has been supplied with a true, complete and correct copy of each written Material Contract, together with all amendments, waivers or other changes thereto, and true and accurate description of the Material Subsidiaries under any such terms and conditions of each oral Material Contract. There are no outstanding, pending, or to the Knowledge of the Company, threatened material disputes with respect to any such Material Contract. True, correct and complete copies of each Material Contract have been made available to the Purchasers.