Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11, HI is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; (iii) agreement or indenture relating to the borrowing of money or to placing a Lien on any of the assets of HI; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.10, none of the attached Schedule 5.11Company, HI Newco or any of the Sold Subsidiaries is not a party to or bound byany: (i) Contract relating to any acquisition of a business, whether written by acquisition of equity interests or oralby asset acquisition, any: by the Company, Newco or any Sold Subsidiary within the last three (i3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or contract with any labor unionsimilar Contract (each, whether formal or informal; a "Collective Bargaining Agreement"); (iiiii) contract Contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis providing for base compensation or any severance agreements; other monetary compensation in excess in the aggregate of $75,000 per annum; (iiiiv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of HI; (iv) agreements with respects to the lending Company, Newco or investing any of funds; the Sold Subsidiaries; (v) guaranty of any obligation for borrowed money lease, agreement or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement Contract under which HI it is lessee of, of or holds or operates, operates any tangible personal property owned by any other party party, for which the annual rental rent exceeds $50,000; 25,000; (viiivi) lease lease, agreement or agreement other Contract under which HI it is lessor of or permits any third party to hold or operate any personal property, real or personal, owned or controlled by it for which the annual rental rent exceeds $50,000; 25,000; (ixvii) contract Contract or group of related contracts Contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more other than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 Buyer has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required given access to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred required to be listed on Schedule 5.11 which have been requested by Investors4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (a) Except as specifically expressly contemplated by this Agreement and except or as set forth on the attached Schedule 5.11CONTRACTS SCHEDULE, HI the Company is not a party (including after giving effect to or bound by, whether the Company) to any written or oral: (a) pension, any: (i) collective bargaining agreement profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, whether formal or informal; any severance agreements; (iib) contract for the employment of any officer, individual employee or group of employees or other person Person on a full-time, part-time time, consulting or consulting other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which the Company has advanced or loaned any severance agreements; other Persons amounts in the aggregate exceeding $25,000; (iiid) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the assets of HI; Company; (ive) agreements with respects to the lending or investing of funds; (v) guaranty Guarantee of any obligation for borrowed money or otherwise, (other than endorsements made for collection; by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (vi) license or royalty agreements except those entered into in the ordinary course of business; (viif) lease or agreement under which HI the Company or any Subsidiary is lessee of, of or holds or operatesoperates any property, any personal property real or personal, owned by any other party party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 25,000; (viiig) lease or agreement under which HI the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; the Company or any Subsidiary; (ixh) contract or group of related contracts with the same party for or group of affiliated parties the purchase or sale performance of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum aggregate annual consideration in excess of $50,000 per year; (x) contract relating 25,000 except purchase orders from existing customers or to the distributionexisting vendors, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not entered into either case in the ordinary course of business.; (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including piggyback rights); (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee; (m) contract or commitment agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be disclosed listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on Schedule 5.11 the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; no event has been breached occurred which with the passage of time or canceled by the other party since June 30giving of notice or both would result in a default, 1999breach or event of noncompliance under any such contract, (ii) HI has performed in all material respects all agreement or instrument listed on the CONTRACTS SCHEDULE; none of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, Company and is not in receipt of its Subsidiaries has any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract specific on Schedule 5.11or commitment the performance of which would have a Materially Adverse Effect. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 3.09, neither the attached Schedule 5.11, HI Company nor any of its Subsidiaries is not a party to or bound byany (each, whether written or oral, any: a “Material Contract”): (i) collective bargaining agreement or contract any other agreement with any labor union, whether formal works council or informal; staff association holding representational rights with respect to employees of the Company or any of its Subsidiaries; (ii) bonus, pension, profit sharing, change of control, retention, severance, retirement or other form of deferred compensation plan, other than as described in Section 3.13 of the Disclosure Schedules; (iii) equity purchase, option or similar plan, and contracts that contain restrictions with respect to the payment of dividends or any other distribution in respect of capital stock or other equity interests; (iv) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; providing for fixed compensation in excess of $200,000 per annum; (iiiv) agreement or indenture relating to the borrowing of money any Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of HI; their assets; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money Indebtedness or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; material guaranty; (vii) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000; ; (viii) lease or agreement under which HI it is lessor of of, or permits any third party to hold or operate any propertypersonal property owned by the Company or any of its Subsidiaries, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; ; (ix) contract agreements relating to any completed or group pending material business acquisition or divestiture by the Company or any of related its Subsidiaries within the last three (3) years or any such contracts with entered into at any time pursuant to which there exists any future obligation to make any payments to any third party upon the same party for the purchase or sale occurrence of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services certain events (including earn outs but excluding indemnification obligations pursuant to which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; there are no pending claims); (x) contract license agreement relating to the distribution, marketing use in the Business of any third party Intellectual Property (excluding license agreements for commercial or sales “off-the-shelf” software or services) and any agreement relating to the use or registration by a third party of Intellectual Property of the Company or any of its products or services Subsidiaries (including contracts excluding non-disclosure agreements and license agreements of such Intellectual Property granted to provide advertising allowances or promotional services) involving more than $50,000 per year; customers, in each case, entered into in the ordinary course of business); (xi) franchise agreements, (xii) contract which materially prohibits it the Company or any of its Subsidiaries from competing with any Person or freely engaging in business anywhere in the world; ; (xii) contracts or agreements granting most favored nation pricing or exclusive rights to a counterparty or requiring it to purchase all or substantially all of its requirements for a product or service or a minimum quantity of a product or service from a particular Person; (xiii) joint venture, partnership or limited partnership agreements, including any agreement or commitment to make any loan or capital contribution to any joint venture or partnership; (xiv) contracts or agreements which grant any right of first refusal or first offer or similar right or otherwise relating to the acquisition or disposition of any material assets or business of the Company or any of its Subsidiaries; (xv) settlement, conciliation or similar agreement with any Governmental Authority or any other agreement material Person; (xvi) contracts or agreements loaning equipment to HI not entered into customers or granting aggregate offering discounts to customers; or (xvii) other agreements that require the payment by, or to, the Company or any of its Subsidiaries after the date hereof of an amount in the ordinary course excess of business$100,000 per annum. (b) Except as specifically contemplated by this AgreementThe Purchaser either has been supplied with, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30given access to, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors3.09, together with all amendments, waivers or other changes thereto, and a true and correct written description of the material terms of any oral contracts which are referred to on Schedule 3.09. (c) Neither the Company nor any of its Subsidiaries, or to the Company’s knowledge any other party thereto, is in material default, breach or violation under any contract listed on the Schedule 3.09. All contracts set forth on Schedule 3.09 are valid and in full force and effect and constitute legal, valid and binding obligations of the Company or such Subsidiary, and to the Company’s knowledge any other party thereto, and are enforceable against the Company or such Subsidiary, and to the Company’s knowledge any other party thereto, in accordance with their respective terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Neither the Company nor any of its Subsidiaries has received written notice of any breach, violation or default, or any notice of any intent to terminate, not to renew or to challenge the validity or enforceability of, any contract listed on the Schedule 3.09.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11Contracts Schedule, HI neither the Company nor any of its Subsidiaries is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract other Contract with any labor union, whether formal or informal; other than as set forth on the Employment and Labor Matters Schedule; (ii) contract for the employment of any officerbonus, individual employee or group of employees pension, profit sharing, retirement or other person form of deferred compensation plan, other than as set forth on a full-timethe Employee Benefits Schedule; (iii) stock purchase, part-time stock option or similar plan; (iv) employment or consulting basis Contract providing for compensation in excess of $100,000 per annum, or any severance agreements; Contract; (iiiv) agreement or indenture Contract relating to the borrowing of money by or lending from the Company or any Subsidiary from or to any third party or to the mortgaging of, pledging of or otherwise placing a Lien on any portion of the Company’s or any Subsidiary’s assets; (vi) Contract providing for the guaranty by the Company or any Subsidiary of any liability of any Person (other than the Company or any Subsidiary); (vii) Contract obligating the Company or any Subsidiary, or providing the Company or any Subsidiary with the option or right, to purchase or otherwise acquire any equity interest in or assets of HI; any other Person; (ivviii) agreements with respects Contract pursuant to which either (i) the lending Company or investing of funds; any Subsidiary is obligated to indemnify or hold harmless any Person (vother than the Company or any Subsidiary), or (ii) guaranty of any obligation for borrowed money Person (other than the Company or otherwiseany Subsidiary) is obligated to indemnify or hold harmless the Company or any Subsidiary, in each case, other than endorsements made for collection; in accordance with the terms of any standard warranty and/or terms and conditions of the Company or any of its Subsidiaries or of any other Person; (vi) license or royalty agreements except those entered into in the ordinary course of business; (viiix) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000; 100,000; (viiix) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; 100,000; (ixxi) contract Contract or group of related contracts Contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year; 250,000 (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more other than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not purchase orders entered into in the ordinary course of business); (xii) Contract or group of related Contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than purchase orders entered into in the ordinary course of business); (xiii) Contract pursuant to which (A) the Company or any Subsidiary grants to any Person the option, license or other right to use any Intellectual Property rights owned by the Company or any of its Subsidiaries, other than non-exclusive licenses granted in the ordinary course with the sale, distribution or marketing of the Company’s or its Subsidiaries’ products, or (B) the Company or any Subsidiary obtains a license, option or other right from any Person to use any Intellectual Property (other than off-the-shelf software with a replacement cost and/or annual license fee of less than $100,000); (xiv) Contract containing covenants that in any way purport to restrict the business activity of the Company or any of its Subsidiaries in any material respect or limit the freedom of any of them to engage in any line of business or to compete with any Person; (xv) partnership agreement or joint venture agreement between the Company or any of its Subsidiaries and any other Person; (xvi) other Contract that involves the expenditure, payment or receipt by the Company and its Subsidiaries of more than $250,000 (other than purchase orders received in the ordinary course of business); or (xvii) amendment or supplement to or other modification of, or commitment to enter into, any of the foregoing. (b) Except as specifically contemplated by this Agreement, Seller has delivered or disclosed on Schedule 5.11, (i) no contract or commitment required made available to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with Buyer a true and correct copy of all written contracts Contracts which are referred to on Schedule 5.11 which have been requested by Investorsthe Contracts Schedule, together with all amendments, waivers or other changes thereto. (c) Each contract on the Contracts Schedule (each, a “Material Contract” and, collectively, the “Material Contracts”) is a valid and binding agreement of the Company or its Subsidiary, as the case may be, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (i) Neither the Company nor any Subsidiary is in material default under any Material Contract, (ii) to the Company’s Knowledge, none of the other parties to any of the Material Contracts is in material default thereunder, (iii) to the Company’s Knowledge, no event has occurred that with notice or lapse of time would constitute a material breach or default under, or permit termination, modification or acceleration of, any Material Contract, and (iv) neither the Company nor any Subsidiary has received written notice of any default under any Material Contract that any other party to any Material Contract intends to cancel, terminate or fail to renew such Contract.

Contracts and Commitments. (ai) Except as specifically expressly contemplated by this Agreement and except or as set forth on the attached Contracts Schedule 5.11or the attached Employee Benefits Schedule, HI no Security Party or any of its Subsidiaries is not a party to or bound by, whether by any written or oral: (a) pension, any: (i) profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, whether formal or informal; severance agreements, programs, policies or arrangements; (iib) contract for the employment of any officer, individual employee or group of employees or other person Person on a full-time, part-time time, consulting or consulting other basis providing annual compensation in excess of $100,000 or contract relating to loans to officers, directors or Affiliates; (c) contract under which a Security Party or its Subsidiaries has advanced or loaned any severance agreements; other Person amounts in the aggregate exceeding $25,000; (iiid) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of the assets of HI; a Security Party or its Subsidiaries; (ive) agreements with respects to the lending or investing of funds; (v) guaranty Guarantee of any obligation for borrowed money or otherwise, other than endorsements made for collection; in excess of $50,000; (vi) license or royalty agreements except those entered into in the ordinary course of business; (viif) lease or agreement under which HI a Security Party or any of its Subsidiaries is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned except for any lease of real or controlled by it for personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; (g) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (h) warranty agreement with respect to its services rendered or its products sold or leased; (i) agreement under which it has granted any Person any registration rights (including demand and piggyback registration rights); (j) sales, distribution or franchise agreement; (k) material agreement with a term of more than six months which is not terminable by a Security Party or any of its Subsidiaries upon less than 30 days notice without penalty; or (ixl) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xiii) any other agreement material to HI not entered into in the ordinary course of business. (bii) Except as specifically contemplated by this AgreementAll of the contracts, agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable against each Security Party or disclosed on Schedule 5.11any of its Subsidiaries party thereto and to the best of its knowledge, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the against any other party since June 30thereto, 1999, (ii) HI has in each case in accordance with their respective terms. Each Security Party and its Subsidiaries have performed in all material respects all of the obligations required to be performed by HI them and are not in connection with the contracts default under or commitments required to be disclosed on the Schedule 5.11, and is not in breach of nor in receipt of any claim of default or breach under any contract material contract, agreement or commitment required instrument to be disclosed on which such Security Party or any of its Subsidiaries is subject; no event has occurred which with the Schedule 5.11passage of time or the giving of notice or both would result in a default, (iii) HI breach or event of noncompliance by such Security Party or any of its Subsidiaries under any material contract, agreement or instrument to which such Security Party or any of its Subsidiaries is subject; no Security Party or any of its Subsidiaries has no any present expectation or intention of not fully performing all such obligations; no Security Party or any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI of its Subsidiaries has no knowledge of any material breach or anticipated material breach by the other parties to any material contract, agreement, instrument or commitment to which it is a party; no Security Party or any of its Subsidiaries has delivered or received written notice or oral notice to a Responsible Officer of, or has knowledge that any other party intends to deliver any notice of, termination or non-renewal of term under any material contract, agreement or instrument to which such Security Party or any of its Subsidiaries is subject; and no Security Party or any of its respective Subsidiaries is a party to any contract specific on Schedule 5.11requiring it to purchase or sell goods or services or lease property above or below (as the case may be) prevailing market prices and rates or any other materially adverse contract or commitment in excess of $100,000 in the aggregate for all such contracts or commitments. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except (x) as set forth on the attached Contracts Schedule 5.11and (y) for agreements entered into by the Company or its Subsidiaries after the date hereof in accordance with Section 7.01, HI neither the Company nor its Subsidiaries is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract other agreement with any labor union, whether formal or informal; organization; (ii) written pension, employee profit sharing, retirement or other form of deferred compensation plan, other than as described in the Employee Benefits Schedule; (iii) equity purchase, option or similar plan; (iv) contract for the employment of any officer, individual employee or group of employees or other person Person on a full-time, part-time or consulting basis or any severance agreements; providing for base salary compensation in excess of $150,000 per annum; (iiiv) agreement agreement, instrument or indenture relating to the borrowing of money or incurrence or assumption of funded Indebtedness or to mortgaging, pledging or otherwise placing a Lien Lien, except for Permitted Liens, on any portion of the assets of HI; the Company and its Subsidiaries; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money Indebtedness or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; material guaranty; (vii) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000; 500,000; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; 500,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls provided for performance over a period of more than one year and involves a sum payments by the Company or its Subsidiaries in excess of $50,000 per year; 1,500,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet; (x) contract agreements relating to any completed material business acquisition by the Company or its Subsidiaries within the last two years or pursuant to which the Company or its Subsidiaries is subject to continuing obligations; (xi) license or royalty agreement relating to the distribution, marketing or sales use of its products or services any third party Intellectual Property (including contracts to provide advertising allowances or promotional servicesother than off the shelf software) involving more than for which the royalty payments exceeded $50,000 per year; (xi) franchise agreements, 500,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet; (xii) license or royalty agreement relating to the use by a third party of Intellectual Property owned by the Company (other than nonexclusive licenses granted in the ordinary course of business); (xiii) any Affiliate Agreement; (xiv) any contract granting to any Person a right of first refusal or option to purchase or acquire any assets of the Company or any of its Subsidiaries valued at an amount in excess of $250,000; or (xv) contract (other than confidentiality and non-solicitation agreements entered into in the ordinary course) which prohibits it places any material limitation on the Company or its Subsidiaries from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true True and correct copy copies of all written contracts which are referred to listed on the Contracts Schedule 5.11 which have been requested made available to the Purchaser. (c) As of the date hereof, each contract listed on the Contracts Schedule is valid, binding, enforceable and in full force and effect, and none of the Company, its Subsidiaries, or, to the Company’s Knowledge, any other Person party to such contract is in default in any material respect under any such contract, except as enforceability may be limited by Investorsbankruptcy Laws, together with all amendmentsother similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. During the past two (2) years, waivers neither the Company nor any of its Subsidiaries has received written notice of any material default under any contract listed on the Contracts Schedule. As of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice of non-renewal or other changes theretotermination of any contract listed on the Contracts Schedule. As of the date hereof, there does not exist under any contract listed on the Contracts Schedule any material violation, breach or event of default, or alleged violation, breach or event of default, or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of the Company or the applicable Subsidiary of the Company.

Contracts and Commitments. (a) Except as specifically contemplated Section 4.11 of the MediSync Disclosure Schedules sets forth, by reference to the applicable subsection of this Agreement and except as set forth on Section 4.11, all of the attached Schedule 5.11, HI following contracts to which MediSync is not a party to or by which MediSync or its assets of properties are bound by(collectively, whether written or oral, any: the “MediSync Material Contracts”): (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; basis; (iiiii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of HI; MediSync’s assets; (iv) agreements with respects to the lending or investing of funds; (viii) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; material guaranty; (vi) license or royalty agreements except those entered into in the ordinary course of business; (viiiv) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental rent exceeds $50,000; 25,000; (viiiv) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental rent exceeds $50,000; 25,000; (ixvi) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year; 100,000; (xvii) contract relating to or group of related contracts with the distribution, marketing or sales same party for the sale of its products or services under which the undelivered balance of such products or services has a sales price in excess of $100,000; (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xiiviii) contract which prohibits it MediSync from freely engaging in business anywhere in the world; (ix) contract with any officer or director (other than for employment); (x) contract which is expected to involve payment or receipt by MediSync of aggregate consideration in excess of $100,000 in the 12-month period immediately following the Closing Date or over the life of the contract; (xi) contract relating to a joint-venture, partnership or similar agreement; (xii) stock purchase agreement, asset purchase agreement or other acquisition or divestiture agreement; or and (xiii) any other agreement contract which is material to HI the business of MediSync and was not entered into in the ordinary course of businessMediSync Ordinary Course. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, set forth in Section 4.11 of the MediSync Disclosure Schedules: (i) no contract or commitment required to be disclosed on Schedule 5.11 MediSync has been breached or canceled by complied with all material terms and requirements of the other party since June 30, 1999, MediSync Material Contracts; (ii) HI to the Knowledge of MediSync, no event has performed occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in all material respects all of a violation or breach of, or give MediSync or any other Person the obligations right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, the MediSync Material Contracts; and (iii) MediSync is not required to be performed by HI obtain any consent from, or provide notice to, any Person under the MediSync Material Contracts in connection with the contracts execution and delivery of this Agreement or commitments required to be disclosed on the Schedule 5.11, and is not in receipt consummation or performance of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11Contemplated Transactions. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11, HI is not a party to or bound by1.01(d) lists all agreements, whether written oral or oralwritten, anyto which Seller is a party, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitation: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) each contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any severance agreementssuch person; (ii) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any of the assets of HIAssets; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) each lease or agreement relating to the Business under which HI Seller is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate operates any property, real or personal, owned or controlled by it any other party, for which the annual rental exceeds $50,0002,000; (ixv) each contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is in excess of $2,000; (vi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance services) continuing over a period of more than one year six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year2,000; (xiviii) franchise agreements, (xii) each contract which prohibits it Seller from freely engaging in business anywhere in the world; (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xiiixix) any other agreement which is either material to HI the Business or was not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI Seller has performed in all material respects all of the obligations required to be performed by HI it in connection with the contracts or commitments required to be disclosed on the contained in Schedule 5.11, 1.01(d) and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI under such caption; Seller has no present expectation or intention of not fully performing any material obligation pursuant to any contract set forth on Schedule 5.11, or commitment required to be disclosed under such caption; and (iv) HI Seller has no knowledge of any material breach or anticipated material breach by any other party to any contract specific on Schedule 5.11or commitment required to be disclosed under such caption. (c) HI Prior to the date of this Agreement, Buyer has provided the Investor been supplied with a true and correct copy of all each written contracts which are referred to on contract or commitment, and a written description of each oral contract or commitment, contained in Schedule 5.11 which have been requested by Investors1.01(d), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.9, the attached Schedule 5.11, HI Company is not a party to any oral or bound by, whether written or oral, anywritten: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, (iv) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time time, or consulting basis or any severance agreements; basis, (iiiv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any of the assets of HI; Company’s assets, (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwiseother material guaranty, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000; 25,000, (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; 25,000, (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year; or under which an amount in excess of $50,000 remains due to the Company, (x) contract relating to or group of related contracts with the distribution, marketing or sales same party for the sale of its products or services (including contracts for each party to provide advertising allowances whom the Company has sold products or promotional services) involving more than services with a sales price in excess of $50,000 per year; 200,000 during the last twelve calendar months preceding the date of this Agreement, (xi) franchise agreementscontract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract which prohibits it from freely engaging in business anywhere in the world; with any officer, director or shareholder (other than for employment on customary terms), (xiii) any other agreement contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to HI not the Company or (xv) contract entered into other than in the ordinary course of businessbusiness and that is material to the Company. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 The Buyer has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor supplied with a true and correct copy of all written contracts which are referred to listed on Schedule 5.11 which have been requested by Investors4.9, together with all amendments, waivers or other changes thereto. (c) Except as set forth on Schedule 4.9(c), (i) the Company is not in material default under, or in material breach of, and has not cancelled, any contract listed on Schedule 4.9 and, to the Company’s Knowledge, no other party to any contract listed on Schedule 4.9 is in default under, or in breach of or has cancelled any such contract; (ii) to the Company’s Knowledge, no event has occurred that with the passage of time or the giving of notice or both would result in a breach or default under any such contract or agreement; and (iii) each contract and agreement listed on Schedule 4.9 is legal, valid, binding and enforceable against the Company and, to the Company’s Knowledge, the other parties thereto.

Contracts and Commitments. (a) Except as specifically contemplated Section 5.11 of the Parent Disclosure Schedules sets forth, by reference to the applicable subsection of this Agreement and except as set forth on the attached Schedule Section 5.11, HI all of the following contracts to which Parent is not a party to or by which Parent or its assets of properties are bound by(collectively, whether written or oral, any: the “Parent Material Contracts”): (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; basis; (iiiii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of HI; Parent’s assets; (iv) agreements with respects to the lending or investing of funds; (viii) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; material guaranty; (vi) license or royalty agreements except those entered into in the ordinary course of business; (viiiv) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental rent exceeds $50,000; 100,000; (viiiv) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental rent exceeds $50,000; 100,000; (ixvi) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year; 100,000; (xvii) contract relating to or group of related contracts with the distribution, marketing or sales same party for the sale of its products or services under which the undelivered balance of such products or services has a sales price in excess of $100,000; (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xiiviii) contract which prohibits it Parent from freely engaging in business anywhere in the world; (ix) contract with any officer or director (other than for employment); (x) contract which is expected to involve payment or receipt by MediSync of aggregate consideration in excess of $100,000 in the 12-month period immediately following the Closing Date or over the life of the contract; (xi) contract relating to a joint-venture, partnership or similar agreement; (xii) stock purchase agreement, asset purchase agreement or other acquisition or divestiture agreement; or and (xiii) any other agreement contract which is material to HI the business of Parent and was not entered into in the ordinary course of businessParent Ordinary Course. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, set forth in Section 5.11 of the Parent Disclosure Schedules: (i) no contract or commitment required to be disclosed on Schedule 5.11 Parent has been breached or canceled by complied with all material terms and requirements of the other party since June 30, 1999, Parent Material Contracts; (ii) HI to the Knowledge of Parent, no event has performed occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in all material respects all of a violation or breach of, or give Parent or any other Person the obligations right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, the Parent Material Contracts; and (iii) Parent is not required to be performed by HI obtain any consent from, or provide notice to, any Person under the Parent Material Contracts in connection with the contracts execution and delivery of this Agreement or commitments required to be disclosed on the Schedule 5.11, and is not in receipt consummation or performance of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11Contemplated Transactions. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on to the attached Schedule 5.11, HI extent the following representations relate to Indebtedness which is paid off or terminated at the Closing the Company is not a party to or bound by, whether written or oral, any: (i) agreement relating to any completed business acquisition or divestiture by the Company within the last two years; (ii) collective bargaining agreement or contract with any labor union, whether formal or informal; (iiiii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-full time or consulting basis or any severance agreementsbasis; (iiivi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any portion of the Company’s assets of HIother than Permitted Liens; (iv) agreements with respects to the lending or investing of funds; (vvii) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000material guaranty; (viii) lease or agreement under which HI it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $250,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (x) lease or agreement under which it is lessor of of, or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000250,000; (ixxii) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year250,000 (other than propane supply agreements delivered in the Ordinary Course); (xxiii) contract relating to or group of related contracts with the distribution, marketing or sales same party for the sale of its products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (including contracts to provide advertising allowances or promotional services) involving more other than $50,000 per yearsale orders received in the ordinary course of business); (xi) franchise agreements, (xiixiv) contract which prohibits it the Company from freely engaging in business anywhere in the worldUnited States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xiiixviii) any other agreement material to HI a contract not entered into made in the ordinary course of businessOrdinary Course. (b) Except as specifically contemplated by this AgreementThe Buyer either has been supplied with, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30given access to, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investorsthe Disclosure Schedules, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.15(a) of the attached Parent Disclosure Schedule, none of Parent, the Parent Subsidiaries nor any of the entities listed on Schedule 5.11, HI 4.1(b) of the Parent Disclosure Schedule is not a party to or bound by, whether written or oral, any: by any of the following: (i) collective bargaining agreement any Contract that provides for post-employment or contract with any labor unionpost-consulting liabilities or obligations, whether formal or informal; including severance pay; (ii) contract for any Contract under which payments or obligations will be increased, accelerated or vested by the employment occurrence (whether alone or in conjunction with any other event) of any officerof the transactions contemplated by this Agreement, individual employee including the Merger, or group under which the value of employees the payments or other person obligations will be calculated on the basis of any of the transactions contemplated by this Agreement, including the Merger, whether pursuant to a full-time, part-time change in control or consulting basis or any severance agreements; otherwise; (iii) agreement or indenture any Contract currently in force relating to the borrowing disposition or acquisition of money or to placing a Lien on any assets where the fair market value of the such assets of HI; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwiseexceeds $100,000, in each case other than endorsements made for collection; (vi) license or royalty agreements except those entered into inventory sold in the ordinary course of business; ; (viiiv) lease any Contract relating to an ownership interest in any corporation, partnership, joint venture or agreement other business enterprise or Person, excluding wholly-owned Parent Subsidiaries; (v) any Contract for the purchase of materials, supplies, equipment or services, under which HI is lessee of, or holds or operates, any personal property owned by any other the aggregate payments made to one party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (ix) contract or group of related contracts with parties during the same party for the purchase or sale of raw materialspast twelve (12) months exceeded, commodities, supplies, products or other personal property or for the furnishing following twelve (12) months is expected to exceed, $100,000; (vi) any Contract relating to the guarantee (whether absolute or receipt contingent) by Parent or any of services which either calls for the Parent Subsidiaries of (A) the performance over of any other Person (other than Parent or a period wholly-owned Parent Subsidiary) or (B) the whole or any part of more the indebtedness or liabilities of any other Person (other than one year and involves Parent or a sum in excess wholly-owned Parent Subsidiary); (vii) any Contract relating to the indemnification by Parent of $50,000 per year; its officers, directors, managers or agents; (viii) any material Contract of indemnification or guaranty; (ix) any power of attorney authorizing the incurrence of an obligation on the part of Parent or the Parent Subsidiaries; (x) contract relating to any Contract which limits or restricts (A) where Parent or any of the distributionParent Subsidiaries may conduct business, marketing (B) the type or sales lines of its products business (current or services future) in which Parent or any of the Parent Subsidiaries may engage or (including contracts to provide advertising allowances C) any acquisition of assets or promotional servicesstock (tangible or intangible) involving more than $50,000 per year; by Parent or any of the Parent Subsidiaries; (xi) franchise agreementsany Contract under which the aggregate payments or receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed, $100,000; (xii) contract which prohibits it from freely engaging in business anywhere in any Contract for the world; borrowing or lending of money, or the availability of credit (xiii) except credit extended by Parent or any other agreement material of the Parent Subsidiaries to HI not entered into customers in the ordinary course of businessbusiness and consistent with past practice); (xiii) any Contract relating to any hedging, option (other than options granted to service providers in connection with the performance of services), derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency; (xiv) any collective bargaining agreements; (xv) any Contract relating to the employment of individuals who serve as officers of Parent; or (xvi) any Contract that would otherwise be required to be filed as an exhibit to a periodic report under the Exchange Act, as provided by Item 601 of Regulation S-K promulgated under the Exchange Act. Each Contract of the type described in this Section 4.15(a) and in existence as of the date hereof is referred to herein as a “Parent Contract”. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, An accurate and complete copy of each Parent Contract (iincluding all amendments thereto) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by made available to the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11Company. (c) HI Neither Parent nor any of the Parent Subsidiaries, nor, to the knowledge of Parent, any other party to a Parent Contract, is in material breach, violation or default under, or has provided received written notice that it has breached, violated or defaulted under (nor, to the Investor knowledge of Parent, does there exist any condition under which, with the passage of time or the giving of notice or both, would reasonably be expected to cause such a true breach, violation or default under), any Parent Contract material to the operation of Parent’s business. (d) Each Parent Contract is a valid, binding and correct copy enforceable obligation of all written contracts which are referred Parent and any applicable Parent Subsidiary and, to on Schedule 5.11 which have been requested the knowledge of Parent, of the other party or parties thereto, in accordance with its terms and is in full force and effect, in each case except to the extent enforcement may be limited by Investorsapplicable bankruptcy, together with all amendmentsinsolvency, waivers reorganization, moratorium or other changes theretolaws affecting creditors’ rights generally or by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).

Contracts and Commitments. (a) Except as specifically Schedule 3.15(a) of the Disclosure Schedule sets forth each of the following types of Contracts currently in force pursuant to which any of A2iA and its Subsidiaries is a party or is bound (each a “Material Contract”): (i) any Contract that provides for post-employment or post-consulting liabilities or obligations, including severance pay other than obligations associated with any non-compete undertaking (A) the enforcement of which can be waived by A2iA or its Subsidiary at its exclusive election and (B) for which a waiver by A2iA or its Subsidiary will result in avoidance of such obligation; (ii) any Contract or A2iA Employee Plan under which payments or obligations owed to any employee of A2iA or any of its Subsidiaries will be increased, accelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any of the transactions contemplated by this Agreement and except as set forth or under which the value of the payments or obligations will be calculated on the attached Schedule 5.11, HI is not a party to or bound bybasis of any of the transactions contemplated by this Agreement, whether written pursuant to a change in control or oral, any: otherwise; (iiii) any collective bargaining agreement agreements, including the CBA, or contract other Contract with any labor union, whether formal union or informal; (ii) contract for the employment of any officer, individual employee or group similar Representative of employees or other person on a full-time, part-time or consulting basis of A2iA or any severance agreements; of its Subsidiaries; (iiiiv) agreement or indenture any Contract relating to the borrowing disposition or acquisition of money or to placing a Lien on any of the assets of HI; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwiseassets, in each case other than endorsements made for collection; (vi) license or royalty agreements except those entered into inventory sold in the ordinary course of business; business and consistent with past practice; (viiv) lease any Contract relating to an ownership interest in any corporation, partnership, joint venture or agreement other business enterprise or Person; (vi) any Contract for the purchase of materials, supplies, equipment or services (1) from a Related Party or (2) under which HI is lessee of, or holds or operates, any personal property owned by any other the aggregate payments made to one party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (ix) contract or group of related contracts with parties during the same party for the purchase or sale of raw materialspast twelve (12) months exceeded, commodities, supplies, products or other personal property or for the furnishing following twelve (12) months is expected to exceed, €150,000; (vii) any Contract with a Material Supplier; (viii) any Contract with a Material Customer; (ix) any Contract relating to the acquisition, transfer or receipt development of services which either calls for performance over a period any Intellectual Property or Intellectual Property Rights owned by A2iA or one of more its Subsidiaries, incorporated into any of the A2iA Products or otherwise used in the conduct of the businesses of A2iA or any of its Subsidiaries other than one year and involves a sum in excess of $50,000 per year; (A) any intercompany Contract or (B) any employment Contract, including any Contracts with trainees or temporary workers; (x) contract any Outbound IP Licenses; (xi) any Inbound IP Licenses; (xii) any Contract relating to the distribution, marketing guarantee (whether absolute or sales contingent) by A2iA or any of its products Subsidiaries of (1) the performance of any other Person (other than A2iA or services one of its Subsidiaries) or (including contracts to provide advertising allowances 2) the whole or promotional services) involving more any part of the indebtedness or liabilities of any other Person (other than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; A2iA or one of its Subsidiaries); (xiii) any Contract containing an obligation to indemnify any officer, director, manager or agent of A2iA or any of its Subsidiaries other agreement material than obligations associated with any non-compete undertaking (A) the enforcement of which can be waived by A2iA or its Subsidiary at its exclusive election and (B) for which a waiver by A2iA or its Subsidiary will result in avoidance of such obligation; (xiv) any Contract which limits or restricts (1) where A2iA or any of its Subsidiaries may conduct business, (2) where A2iA or any of its Subsidiaries may use, exploit, assert or enforce any A2iA IP, (3) the type or lines of business in which A2iA or any of its Subsidiaries may engage or (4) any acquisition of assets or stock (tangible or intangible) by A2iA or any of its Subsidiaries; (xv) any Contract under which the aggregate payments or receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected to HI exceed, €250,000 and that cannot entered into be terminated by A2iA or its applicable Subsidiary at will on less than ninety (90) days’ notice; (xvi) any Contract for the borrowing or lending of money, or the availability of credit (except credit extended by A2iA or any of its Subsidiaries to customers in the ordinary course of businessbusiness and consistent with past practice); (xvii) any Real Property Lease; (xviii) any Contract providing for any individual capital expenditure of €50,000 or more during any twelve (12) month period or capital expenditures of €150,000 or more, in the aggregate, over the life of the Contract; (xix) any Contract relating to any hedging, option, derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency; and (xx) any other Contract material to the businesses of A2iA and its Subsidiaries. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, An accurate and complete copy of each Material Contract (iincluding all amendments thereto) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required made available to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11Buyer. (c) HI Neither A2iA nor its Subsidiaries, nor, to the Sellers’ Knowledge, any other party to a Material Contract, is in breach, violation or default under, or has provided received written notice that it has breached, violated or defaulted under (nor does there exist any condition under which, with the Investor passage of time or the giving of notice or both, would reasonably be expected to cause such a breach, violation or default under) any Material Contract. (d) Except as set forth in Schedule 3.15(d) of the Disclosure Schedule, each Material Contract is a valid, binding and enforceable obligation of A2iA and/or its Subsidiary party to such Material Contract and, to the Sellers’ Knowledge, the other party or parties thereto, in accordance with a true its terms and correct copy of all written contracts which are referred is in full force and effect, in each case except to on Schedule 5.11 which have been requested the extent enforcement may be limited by Investorsapplicable bankruptcy, together with all amendmentsinsolvency, waivers reorganization, moratorium or other changes theretolaws affecting creditors’ rights generally or by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 3.7 lists the attached Schedule 5.11following agreements, HI is not a party to or bound byif any, whether written oral or oralwritten, anyto which Plains Energy is a party, which are currently in effect, and which relate to the operation of Plains Energy’s business: (i) collective bargaining agreement bonus, pension, profit sharing, retirement or contract with any labor unionother forms of deferred compensation plans; (ii) hospitalization insurance or other welfare benefit plans or practices, whether formal or informal; (iiiii) contract stock purchase or stock option plans; (iv) contracts for the employment of any officer, individual employee or group of employees or other person Person on a full-time, part-time or consulting basis or relating to severance pay for any severance such Person; (v) confidentiality agreements; (iiivi) agreement contracts, agreements or indenture understandings relating to the voting of Plains Energy Stock or the election of directors of Plains Energy; (vii) agreements or indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of the assets of HIPlains Energy; (ivviii) agreements with respects to the lending or investing of funds; (v) guaranty guaranties of any obligation for borrowed money or otherwise, other than endorsements made for collection; (viix) license or royalty agreements except those entered into in the ordinary course of business; (vii) any lease or agreement under which HI Plains Energy is lessee of, or holds or operatesoperates any property, any personal property real or personal, owned by any other party party, for which the annual rental exceeds $50,000; (viiix) any lease or agreement under which HI Plains Energy is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract contracts which prohibits it prohibit Plains Energy from freely engaging in business anywhere in the world; (xii) lease, license, participation or similar agreements or arrangements, or agreements providing for the payment or receipt of royalties or other compensation by or for Plains Energy in connection with intellectual property rights, mineral rights (including oil and natural gas rights), or any other assets of Plains Energy; (xiii) contracts or commitments for capital expenditures in excess of $50,000; (xiv) agreements for the sale of any capital asset; or (xiiixv) any other agreement which is either material to HI Plains Energy’s business or was not entered into in the ordinary course of business. (b) Except as specifically contemplated by this AgreementTo Plains Energy’s knowledge, or disclosed on Schedule 5.11Plains Energy has performed, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of respects, the obligations required to be performed by HI it in connection with the contracts or commitments required to be disclosed on the in Schedule 5.11, 3.7 and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI under such caption; Plains Energy has no present expectation or intention of not fully performing any material obligation pursuant to any contract set forth on Schedule 5.11, or commitment required to be disclosed under such caption; and (iv) HI Plains Energy has no knowledge of any material breach or anticipated material breach by any other party to any contract specific on Schedule 5.11or commitment required to be disclosed under such caption. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (ai. Schedule 7(h)(i) Except as specifically contemplated by this Agreement and except as set forth on lists the attached Schedule 5.11, HI is not a party to or bound byfollowing agreements, whether written oral or oralwritten, anyto which Company is a party, which are currently in effect, and which relate to the operation of Company’s business: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal, (iv) equity purchase or profits interest plan; (iiv) contract for the employment of any officer, individual employee or group of employees or other person Person on a full-time, part-time or consulting basis or relating to severance pay for any severance agreementssuch Person; (iiivi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Company Membership Interests or the election of managers of Company; (viii) promissory note, agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any of the assets of HICompany; (iv) agreements with respects to the lending or investing of funds; (vix) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (viix) lease or agreement under which HI Company is lessee of, or holds or operatesoperates any property, any personal property real or personal, owned by any other party party, for which the annual rental exceeds $50,000; (viiixi) lease or agreement under which HI Company is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it Company from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Company in connection with the intellectual property rights listed on Schedule 7(q)(ii); (xiv) contract or commitment for capital expenditures in excess of $50,000; (xv) agreement for the sale of any capital asset; (xvi) non-compete agreements; or (xiiixvi) any other agreement which is either material to HI Company’s business or was not entered into in the ordinary course of business. (b) Except ii. To Company’s knowledge, except as specifically contemplated by this Agreement, or disclosed on Schedule 5.117(h)(ii), (i) no contract or commitment required to be disclosed on Schedule 5.11 Company has been breached or canceled by the other party since June 30performed, 1999, (ii) HI has performed in all material respects all of respects, the obligations required to be performed by HI it in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, 7(h)(i) and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI 7(h)(i); Company has no present expectation or intention of not fully performing any material obligation pursuant to any contract set forth or commitment required to be disclosed on Schedule 5.11, 7(h)(i); and (iv) HI Company has no knowledge of any material breach or anticipated material breach by any other party to any contract specific or commitment required to be disclosed on Schedule 5.117(h)(i). (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.12, and except for agreements entered into by the attached Schedule 5.11Company after the date hereof in accordance with Section 6.01, HI the Company is not currently a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) written bonus, pension, employee profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreementsproviding for base salary compensation in excess of $200,000 per annum; (iiiv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of HIthe Company; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of businessmaterial guaranty; (vii) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000250,000; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000250,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls provide for performance over a period of more than one year and involves a sum annual payments by the Company in excess of $50,000 per year300,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet; (x) contract agreements relating to any completed material business acquisition by the distribution, marketing or sales of its products or services Company within the last three (including contracts to provide advertising allowances or promotional services3) involving more than $50,000 per yearyears; (xi) franchise agreements, contract or group of related contracts with a client or customer that provides annual net revenues (defined solely for this clause (xi) as the gross merchant discount rate less interchange) (based on the trailing twelve-month period ending on the date of the Latest Balance Sheet) to the Company in excess of $900,000; (xii) material license or royalty agreement relating to the use of any third party intellectual property other than commercially available off-the-shelf software licenses; (xiii) contract which prohibits it the Company from freely engaging in business anywhere in the world; or (xiiixiv) any other agreement material relating to HI not entered into the provision of merchant processing or settlement services involving consideration from the Company in excess of $300,000 for the ordinary course 12- month period ending on the date of businessthe Latest Balance Sheet. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.114.12, the Purchaser either has been supplied with, or has been given access to, a true, correct and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct complete copy of all written contracts which are referred to on Schedule 5.11 4.12. There are no non-written contracts which, but for the fact that they are non-written, would otherwise be contained on the Schedule 4.12. There are no non-written amendments or modifications to any contract contained on Schedule 4.12. (c) Each contract listed on Schedule 4.12 is in full force and effect, is a legal, valid and binding agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The Company is not in material default under any contract listed on Schedule 4.12. (d) Except as set forth on Schedule 4.12, as of November 1, 2013, neither the Company nor, to the Company’s Knowledge, any party to any Merchant Agreement, is in default in any material respect of any Merchant Agreement except for those parties to Merchant Agreements (i) for which have a reserve account has been requested established by InvestorsCompany or its processor; or (ii) an ACH reject for the merchant’s settlement has occurred; (e) Except as set forth on Schedule 4.12, together as of the date hereof, there are no suits or proceedings pending, or, to the Company’s Knowledge, threatened against the Company, at law or in equity, before any Governmental Entity related to any Merchant Agreement. As of the date of this Agreement, to the Knowledge of the Company, no Merchant has (i) informed the Company in writing that it intends, after the date of this Agreement, to cease or materially alter, in a manner adverse to the Company, such Merchant’s relationship with all amendmentsthe Company or (ii) threatened in writing to terminate any Merchant Agreement; (f) Except as set forth on Schedule 4.12(f), waivers to the Company’s Knowledge, no Merchant is, as of the date hereof, the subject of any bankruptcy or other changes theretoinsolvency proceeding before any Governmental Entity; (g) Except as set forth on Schedule 4.12, to the Knowledge of the Company, there exists no outstanding or threatened fine or penalty to Company from a Card Association arising out of or relating to a Merchant Agreement; and (h) Neither the Company nor, to the Company’s Knowledge, any party to any Reseller Agreement, is in default in any material respect of any Reseller Agreement.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached in Schedule 5.11, HI 3.13: (a Seller is not a party to any contract, commitment or bound byarrangement of the type described below which would be binding on Purchaser with respect to any employees of the Mounds Facility after the Closing Date, or would otherwise be applicable to or binding upon Purchaser for any reason whether written now or oral, any: at any time after the Closing Date: (i) collective bargaining agreement bonus, pension, profit sharing, retirement or contract with any labor uniondeferred compensation plan or stock purchase, stock option, hospitalization insurance or similar plan or practice, whether formal or informal; , or severance agreements or arrangements; (ii) contract with any labor union or contract for the employment of any officer, individual employee or group of employees or other person Person on a full-time, part-time or consulting basis or any severance agreements; basis; (iii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any of the assets of HI; Purchased Assets; (iv) agreements with respects to the lending or investing of funds; (v) guaranty guarantee of any obligation for borrowed money or otherwise, other than endorsements made for collection; collection in the ordinary course of business; (v) agreement or commitment with respect to the lending or investing of funds to or in other persons or entities; (vi) license or royalty agreements except those entered into in the ordinary course of business; agreement; (vii) lease or agreement under which HI it is lessee of, of or holds or operates, operates any personal property owned by any other party for which the aggregate annual rental payments to any one Person and its affiliates exceeds $50,000; 25,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Purchaser hereunder); (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the aggregate annual rental exceeds $50,000; 25,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Purchaser hereunder); (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or services under which the undelivered balance of such products and services has a selling price in excess of $25,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Purchaser hereunder); (x) other personal property contract or for group of related contracts with the furnishing or receipt of services which either calls for performance same party continuing over a period of more than one year and involves a sum in excess of $50,000 per year; six months from the date or dates thereof, not terminable by it on thirty (x30) contract relating to the distribution, marketing days' or sales of its products less notice without penalties or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; 25,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Purchaser hereunder); (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.;

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on disclosed in SCHEDULE 3.13(A) of the attached Schedule 5.11Company Disclosure Schedules, HI neither the Company nor any Subsidiary is not a party to or bound byto any (collectively, whether written or oral, any: the "Material Contracts"): (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement, or other form of deferred compensation plan; (iii) hospitalization insurance or similar plan or practice, whether formal or informal; ; (iiiv) contract for the employment of any officer, individual employee or group of employees employee, or other person on a full-time, part-time or consulting basis or relative to severance pay for any severance agreements; such person; (iiiv) agreement or indenture relating to the borrowing of money in excess of $10,000 or to mortgaging, pledging or otherwise placing a Lien lien on any of the assets of HI; the Company; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; ; (vii) lease or agreement under which HI it is lessee lessor of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate operate, any property, real or personal, owned or controlled by it for which an annual rental exceeds in excess of $50,000; 10,000; (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 and services has a purchase price in excess of $10,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or services under which the undelivered balance of such products or services has a sales price in excess of $10,000; (x) other personal property contract or for group of related contracts with the furnishing or receipt of services which either calls for performance same party continuing over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to six months from the distributiondate or dates thereof, marketing either not terminable by it on 30 days' or sales of its products less notice without penalty or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; 10,000; (xi) franchise agreements, (xii) contract which prohibits it the Company or any Subsidiary from freely engaging in business anywhere in the world; ; (xii) contract relating to the distribution of the Company's or any Subsidiary's products; (xiii) franchise agreement; (xiv) contract, agreement or understanding with any shareholder who beneficially owns five percent (5%) or more of the Company Common Stock or with any officer, director or employee (other than for employment on customary terms); (xv) license agreement or agreement providing for the payment or receipt of royalties or other compensation by the Company or any Subsidiary in connection with the proprietary rights as disclosed on SCHEDULE 3.14 of the Company Disclosure Schedules; or (xvi) other agreement material to HI the Company's or any Subsidiary's business or not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11SCHEDULE 3.13(B) of the Company Disclosure Schedules, (i) no contract or commitment required to be disclosed on Schedule 5.11 under such caption has been breached or canceled by the other party since June 30, 1999, party; (ii) HI has performed in all material respects all since the date of the balance sheet included in the Company's Interim Financial Statements, no customer or supplier has indicated that it will stop or decrease the rate of business done with the Company or any Subsidiary, except for changes in the ordinary course of the Company's and the Subsidiaries' businesses; (iii) the Company and the Subsidiaries have performed all obligations required to be performed by HI them in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, under such caption and is are not in receipt of any claim of default under any contract or commitment required to be disclosed on under such caption; (iv) neither the Schedule 5.11, (iii) HI Company nor any Subsidiary has no any present expectation or intention of not fully performing any obligation pursuant to any contract or commitment or commitment set forth on Schedule 5.11, under such caption; and (ivv) HI neither the Company nor any Subsidiary has no any knowledge of any material breach or anticipated material breach by any other party to any contract specific on Schedule 5.11or commitment set forth under such caption. (c) HI Prior to the date of this Agreement, Parent has provided the Investor been supplied with a true and correct copy of all each written contracts which are referred to contract or commitment, and a written description of each oral contract or commitment, disclosed on Schedule 5.11 which have been requested by InvestorsSCHEDULE 3.13 of the Company Disclosure Schedules, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11Contracts Schedule, HI is the Companies are not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.14 or the schedules relating thereto; (iii) stock purchase, stock option or similar plan, other than as described in Section 4.14 or the schedules relating thereto; (iv) contract for the employment of any officer, individual employee officer or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements“partner”; (iiiv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of HICompany’s assets; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of businessmaterial guaranty; (vii) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000150,000; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000150,000 other than as disclosed on the Leased Real Property Schedule; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year150,000; (x) contract relating to or group of related contracts with the distribution, marketing or sales same party for the sale of its products or services (including contracts to provide advertising allowances under which the undelivered balance of such products or promotional services) involving more than services has a sales price in excess of $50,000 per year500,000; (xi) franchise agreements, (xii) contract which prohibits it the Company from freely engaging in business anywhere in the world, other than standard employee non-solicitation or conflict of interest clauses contained therein, or requires any Company to conduct its consulting services business with any client on an exclusive basis or otherwise limits such business with a non-compete clause; (xii) partnership or joint venture agreements or (xiii) any other agreement material to HI agreements not entered into in the ordinary course of businessbusiness where the subject matter exceeds $150,000. The Contracts Schedule also includes a list (with brief description) of all powers of attorney granted by any Company in effect on the date hereof. (b) Except as specifically contemplated by this AgreementBuyer either has been supplied with, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30given access to, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investorsthe Contracts Schedule, together with all material amendments, waivers or other changes thereto. (c) The Companies are not in material default under any contract listed on the Contracts Schedule. Each contract listed on the Contracts Schedule is a valid and binding agreement enforceable by and against the Company which is a party thereto in accordance with its terms assuming each such contract is the valid and binding agreement of the counterparty(ies), except to the extent enforcement thereof may be limited or affected by any applicable bankruptcy, insolvency, receivership, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity or public policy.

Contracts and Commitments. (a) Except Schedule 3.11(a) lists all of the following Contracts (the “Material Contracts”) to which either Seller (as specifically contemplated by this Agreement such Contracts relate primarily to the Business) or Medegen is a party, which are currently in effect and except as set forth on the attached Schedule 5.11, HI is not a party to or bound by, whether written or oral, any: have obligations remaining thereunder: (i) collective bargaining agreement all Contracts to make future capital expenditures or contract with any labor union, whether formal or informal; (ii) contract that provide for the employment future purchase of a Person, goods or services by Seller or Medegen from any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; (iii) agreement or indenture relating to the borrowing of money or to placing a Lien on any of the assets of HI; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwiseone Person, other than endorsements made for collection; (vi) license or royalty agreements except those Contracts that were entered into in the ordinary course of business; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (ix) contract or group of related contracts with the same party Ordinary Course for the purchase of inventory and involve an expenditure, individually or in the aggregate under such Contract by Seller or Medegen, as applicable, of less than $150,000; (ii) all Contracts that provide for the future sale of raw materials, commodities, supplies, products or services by Seller or Medegen, other personal property or than Contracts that were entered into in the Ordinary Course and provide for the furnishing sale of products or receipt services with a value of services which either calls for performance over a period less than $150,000; (iii) all Contracts relating to Indebtedness of more than one year and involves a sum Seller (with respect to the Business) or Medegen that will not be repaid or released at or prior to the Closing; (iv) all Contracts containing continuing delivery obligations with dealers, distributors or sales representatives in excess of $50,000 per year; 150,000; (v) all employment, deferred compensation, severance, bonus, retirement, consulting, management services or non-competition agreements with any Business Employee, officer of Seller or Medegen or full-time consultant providing services to the Business or Medegen whose annual base salary or base wages or annual compensation is equal to an amount greater than $125,000; (vi) all Contracts providing for any payments that are conditioned, in whole or in part, on a change of control of the Business or Medegen, or any of the transactions of the type contemplated hereby; (vii) all collective bargaining Contracts, works council Contract, trade union Contracts, and other material Contracts with any union or labor organization to which Seller or Medegen is a party (each a “Collective Bargaining Agreement”); (viii) all Contracts pursuant to which Seller or Medegen is currently a lessor or a lessee of any property, personal or real, except for any leases of personal property under which the aggregate annual rent or lease payments do not exceed $150,000; (ix) any Contract concerning a partnership or joint venture; (x) contract relating any Contract involving any restrictions with respect to the distribution, marketing geographical area of operations or sales scope or type of its products business of Medegen or services (including contracts to provide advertising allowances Seller or promotional services) involving more than $50,000 per year; prohibiting Medegen or Seller from competing or soliciting customers; (xi) franchise agreementsany Contract under which Seller or Medegen has made an advance or loan (other than trade payables, accounts payables or similar trade expenses) to any other Person and in excess of $150,000; (xii) contract which prohibits it from freely engaging in any Contract for the sale or acquisition of a business anywhere or a significant portion thereof or assets relating thereto (except for any sale or acquisition in the world; or Ordinary Course of Inventory that is less than $250,000); (xiii) any power of attorney or agreement with any Person (other agreement material than an officer or Medegen) pursuant to HI not which such Person is granted the authority to legally bind Medegen; (xiv) any Assigned Contract under which Seller agrees, or any Contract under which Medegen agrees, to indemnify any Person for $200,000 or more (except for Contracts entered into in during the ordinary course Ordinary Course or Contracts with end users or invoiced accounts); and (xv) all other Contracts that individually require payment to or by Seller or Medegen of businessmore than $150,000 annually, that cannot be terminated by their terms on less than sixty (60) days’ notice without Liability. (b) Seller has provided to Buyer prior to the date hereof true, correct and complete copies of all Material Contracts (including any and all amendments and other modifications to such Contracts). Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.113.11(b), (i) to Seller’s Knowledge, no contract or commitment Material Contract (including any Material Contract required to be disclosed included, but not so included on Schedule 5.11 3.11(a)) has been breached in any material respect or canceled canceled, or is under material default, by the other party since June 30, 1999that has not been duly cured or reinstated, (ii) HI has performed neither Company is in all material respects all of the obligations breach or default under any Material Contract (including any Material Contract required to be performed by HI in connection with the contracts or commitments required to be disclosed included, but not so included on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.113.11(a)), (iii) HI has no present expectation Seller is not in breach or intention of not fully performing default under any obligation pursuant to any contract set forth on Schedule 5.11, Seller Unscheduled Contracts and (iv) HI to the Seller’s Knowledge, no event has no knowledge occurred that with the passage of any time or the giving of notice or both would result in or constitute a material breach or anticipated material breach default under any such Material Contract (including any Material Contract required to be included, but not so included on Schedule 3.11(a)) by either Company, or, to Seller’s Knowledge, any other party to any such Material Contracts. Each Material Contract (including any Material Contract required to be included, but not so included on Schedule 3.11(a)) is legal, valid, binding, enforceable and currently in full force and effect against the applicable Company, and to Seller’s Knowledge, the other parties thereto in accordance with its terms. Neither Company nor, to Seller’s Knowledge, any party to any contract specific on Schedule 5.11Material Contract has repudiated any material provision of any such Material Contract. Neither Company has received notice that any party to a Material Contract intends to cancel or terminate such Material Contract or to exercise or not exercise any material option under such Material Contract. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except 2.7.1. Attached hereto as specifically contemplated by this Agreement Schedule 2.7 is a separate schedule containing an accurate and except as set forth on the attached Schedule 5.11, HI is not a party to or bound by, whether written or oral, any: complete list of: (i) collective bargaining agreement any contract, agreement, purchase order or other commitment for the purchase or sale by Seller of goods, property or services together with all amendments, waivers or other changes thereto.; (ii) any pension, profit sharing, stock option, employee stock purchase or other plan providing for deferred compensation or other employee benefit plan, or any contract with any labor union, whether formal or informal; (ii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; ; (iii) any agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien lien on any material asset or material group of the assets of HI; Seller; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI it is lessee of, of or holds or operatesoperates any property, any personal property real or personal, owned by any other party party, except for any lease of personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 1,000; (viiiv) any lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it; (vi) all agreements providing for the services of an independent contractor to which Seller is a party or by which it for is bound; (vii) as of a date no earlier than November 30, 1995 all of Seller's Accounts Receivables as previously referred to in Section 1.9 together with detailed information as to each such listed receivable which annual rental exceeds $50,000; has been outstanding more than thirty (ix30) contract days; (viii) any and all other or group additional contracts, commitments, agreements, arrangements, writings, guarantees, leases and licenses to which Seller is a party or by which Seller or any of related contracts its property is bound. Each of the contracts, agreements, leases, licenses and commitments required to be listed on Schedule 2.7 (the "Contracts") is valid and binding, enforceable in accordance with its respective terms, in full force and effect and, except as otherwise specified in Schedule 2.7, validly assignable to Purchaser without the consent, approval or act of, or the making of any filing with, any other person so that, after the assignment thereof to Purchaser pursuant hereto, Purchaser will be entitled to the full benefits thereof. True and complete copies of all of the Contracts (together with any and all amendments thereto) have been delivered to Purchaser and initialed by Seller's Secretary and identified with a reference to this Section of this Agreement. To the best of its knowledge, Seller has performed all obligations required to be performed by it and is not in default under or in breach of or in receipt of any claim of default or breach under any of the Contracts and no event has occurred which with the same passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such Contract; Seller has no knowledge of any breach or anticipated breach by the other parties to any such Contract; and, to the best of its knowledge, Seller is not a party to any Contract for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products goods or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not entered into in the ordinary course of businessat a rate currently above market prices. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, 2.7.2. (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI Seller has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract agreement referred to in Section 2.7.1, (ii) no event has occurred which with the passage of time or commitment required to be disclosed on the Schedule 5.11giving of notice or both would result in a default, breach or event of noncompliance under any such agreement, and (iii) HI has no present expectation or intention of Seller does not fully performing have any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any other party to any contract specific on Schedule 5.11such agreements. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 5.09(a), none of the attached Schedule 5.11Acquired Companies is, HI is not as of the date hereof, a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract with any labor union, whether formal or informal; agreement; (ii) contract pension, profit sharing or retirement plan, other than any Multiemployer Plan or any Company Plan, whether or not set forth in Section 5.14 or the Schedules relating thereto; (iii) Contract for the employment of any Company Employee (except, as it relates to any former employee, only to the extent of ongoing liability), officer, individual employee director or group independent contractor providing for base salary in excess of employees $300,000 per annum, except for any such Contracts that are terminable upon notice of sixty (60) days or less by an Acquired Company without liability or financial obligation; (iv) agreement, indenture or other person on a full-time, part-time or consulting basis or any severance agreements; (iii) agreement or indenture evidence of Indebtedness relating to the borrowing of money by the Acquired Companies or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien set forth in clauses (i)-(vi) of the definition thereof) on any material portion of the assets of HI; (iv) agreements with respects to the lending or investing of funds; Acquired Companies; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; material guaranty; (vi) license any individual lease or royalty agreements except those entered into agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the aggregate rental payments exceed (or are expected to exceed) $300,000 in the ordinary course of business; any twelve (12)-month period; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual the aggregate rental exceeds payments exceed (or are expected to exceed) $50,000; 250,000 in a twelve (ix12)-month period; (viii) contract or group of related contracts with the same party for the other than purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not orders entered into in the ordinary course of business, any Contracts with any customers or suppliers of the Acquired Companies, in each case involving consideration in excess of $750,000; (ix) Contracts pursuant to which any of the Acquired Companies (A) grants to a third-party any right, license, consent or covenant not to ▇▇▇ with respect to any Intellectual Property (other than non-exclusive licenses granted by or to customers or vendors in the ordinary course of business ancillary to a commercial arrangement), or (B) is granted by any third party, any right, license, consent or covenant not to ▇▇▇ with respect to any Intellectual Property (excluding licenses of commercially available, off-the-shelf Software available on standard terms with an aggregate fee of less than $500,000 per annum or licenses which have an aggregate fee of less than $250,000 per annum); (x) Contracts that provide for (A) the creation, discovery, development or reduction to practice by any Acquired Company for any other Person, or for any Acquired Company by any other Person, of material Intellectual Property (including any joint development) or (B) the assignment or other transfer of any material Intellectual Property to or from any Acquired Company, in each case (A) and (B), other than the Personnel IP Contracts; (xi) Contracts prohibiting or materially restricting the ability of any Acquired Company to engage in any business, to operate in any geographical area or to compete with any Person; (xii) Contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material assets or material line of business entered into during the past three (3) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material assets or material line of business; (xiii) any joint venture Contract, partnership agreement, limited liability company agreement, strategic alliance agreement or other similar Contract with a third party (A) involving any sharing of profits, revenues, fee income, losses, costs or liabilities or otherwise based in whole or in part on financial performance measures of the Acquired Companies, other than royalties and other fees paid under licenses entered into in the ordinary course of business, or (B) pursuant to which the Acquired Companies have any ownership interest in any other Person (in each case, other than with respect to wholly owned Subsidiaries of the Company); (xiv) Contracts providing for the grant of an option or a first-refusal, first-offer or similar preferential right to purchase, lease or acquire any material asset of the Acquired Companies; (xv) Contracts granting exclusivity, “most-favored nation”, “take or pay” or similar rights; (xvi) Contracts with any supplier (A) that is a sole source supplier to the Acquired Companies or (B) from which the Acquired Companies source substantially all of their supply of any material product or service, except in each case where the Acquired Companies would likely be able to replace such source of supply with a substitute supply at substantially the same volume and quality, on substantially comparable terms and without material delay; (xvii) Contracts under which any of the benefits thereunder, to any Person party thereto, shall be increased, or the vesting of benefits of which shall be accelerated, by the consummation of the Transactions or the value of any of the benefits of which shall be calculated on the basis of any of the Transactions; (xviii) Contracts to which any present or former director, officer, employee, stockholder or holder of derivative securities of the Acquired Companies, or any member of any such Person’s immediate family, or any entity owned or controlled by any such Person, is a party, excluding any Company Plan; (xix) Contracts in respect of any settlement or coexistence agreement with respect to any pending or threatened Action (A) entered into within twelve (12) months prior to the date of this Agreement, other than settlement agreements for cash only that does not exceed $200,000 as to such settlement; provided, that such cash settlement amount has been paid in full prior to the date hereof; or (B) with respect to which any unsatisfied amounts or ongoing obligations remain outstanding; (xx) Contracts with any of the twenty (20) largest diamond and jewelry product suppliers of the Acquired Companies, determined on the basis of payments made to the applicable supplier by the Acquired Companies, for the fiscal year ended January 2, 2022; (xxi) any documents that may be required to be filed by the Company as an exhibit for a registration statement on Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if the Company was the registrant; (xxii) Contracts with any Governmental Authority; and (xxiii) any written offer or proposal which, if accepted, would constitute any of the foregoing. (b) Each of the Contracts listed or required to be listed on Schedule 5.09(a) (each, a “Material Contract”) is in full force and effect, and is the legal, valid and binding obligation of either the Company or a Subsidiary of the Company which is party thereto, and, to the Company’s knowledge, of the other parties thereto enforceable against each of them in accordance with its terms. Except as specifically contemplated by this Agreementset forth on Schedule 5.09(b), no Acquired Company is in material default under any Material Contract, and, to the Company’s knowledge, none of the other party(ies) to any Material Contract is not in material default thereunder. Except as set forth on Schedule 5.09(b), no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or material default on the part of the Company, or disclosed on Schedule 5.11any Subsidiary of the Company or, to the Company’s knowledge, any other party(ies) under any Material Contract. To the knowledge of the Company, (i) no contract or commitment required party to be disclosed on Schedule 5.11 any Material Contract has been breached or canceled by the other party since June 30exercised any termination rights with respect thereto, 1999, and (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant party to any contract set forth on Schedule 5.11, and (iv) HI Material Contract has no knowledge given written notice of any material breach or anticipated material breach by any party dispute with respect to any contract specific on Schedule 5.11. (c) HI Material Contract. The Company has provided made available to the Investor with a Buyer true and correct copy copies of all written contracts which are referred to on Schedule 5.11 which have been requested by Investorseach Material Contract, together with all material amendments, waivers modifications or other changes supplements thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.113.12(a) or Schedule 3.15(a), HI no Entity is not a party party, or subject, to or bound by, whether written or oral, any: : (i) collective bargaining agreement relating to any completed or contract with any labor unionpending business acquisition or divestiture since January 1, whether formal or informal; 2014; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock option or similar plan; (iv) contract (I) for the employment of any officer, individual employee or group other person, (II) providing for the payment of employees any cash or other person on a full-timecompensation or benefits upon the consummation of the transactions contemplated hereby, part-time or consulting basis (III) that provides severance or other benefits for any severance agreements; person; (iiiv) agreement under which any Entity created, incurred or indenture relating to the borrowing of money assumed any Indebtedness (including any conditional sales agreement, sale-leaseback or to capitalized lease) or mortgaging, pledging or otherwise granting or placing a Lien on any portion of the assets of HI; any Entity’s assets, other than as identified in Schedule 3.21; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, Indebtedness (except pursuant to which any Entity guaranties any Indebtedness of any other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; Entity); (vii) lease or agreement under which HI it is lessee of, of or holds or operates, operates any personal property owned by any other party Person, for which the annual rental exceeds $50,000; ; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; ; (ix) contract or group of related contracts with the same party for the purchase or sale by any Entity of raw materials, commodities, supplies, products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum purchase price in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere 100,000 in the world; or aggregate (xiii) any other agreement material to HI not than purchase orders and transportation contracts entered into in the ordinary course of business); (x) contract or group of related contracts with the same party for the sale by any Entity of products or services under which the undelivered balance of such products or services has a sales price in excess of $100,000 in the aggregate (other than sales orders and transportation contracts entered into in the ordinary course of business); (xi) any other contract, lease or agreement that cannot be canceled by any Entity without penalty or further payment or obligation and without more than thirty (30) days' notice and with remaining fixed payments in excess of $50,000 in the aggregate; (xii) agreement containing covenants that in any way purport to restrict the right of any Entity to engage in its current line of business, engage in any line of business, compete with any Person, or solicit customers; (xiii) hedging arrangement or forward, swap, derivatives or futures contract; (xiv) fuel purchasing contract; (xv) joint venture, partnership, franchise, joint marketing agreement or any other similar contract or agreement (including sharing of profits, losses, costs or liabilities by any Entity with any other Person); (xvi) material licensing agreement or other material contract or agreement with respect to Intellectual Property, including material contracts or agreements with current or former employees, consultants or contractors regarding the appropriation or non-disclosure of any Intellectual Property; (xvii) agreement under which any Entity has made loans or advances to any other Person, and such advances or loans remain outstanding, except advancement of reimbursable ordinary and necessary business expenses made to directors, officers, employees and independent contractors of any Entity in the ordinary course of business; (xviii) contract or agreement with any consultant or employee or any current or former officer, director, stockholder or Affiliate of any Entity; (xix) settlement, conciliation or similar agreement, the performance of which will involve payment after the date of this Agreement of consideration in excess of $50,000 or governmental monitoring, consent decree or reporting responsibilities; (xx) any contract or agreement, not otherwise covered by the foregoing, that is otherwise material to any Entities, taken as a whole, except for contracts or agreements entered into in the ordinary course of business; or (xxi) any amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.113.12(b), each Entity has made available to Buyer a true, correct and complete copy of each written agreement set forth on Schedule 3.12(a) or Schedule 3.15(a), including all modifications and amendments thereto, and has made available to Buyer a true, correct and complete written summary of each oral agreement listed on Schedule 3.12(a) or Schedule 3.15(a). Except as set forth on Schedule 3.12(b), with respect to each agreement set forth on Schedule 3.12(a) or Schedule 3.15(a), such agreement: (i) is valid, binding and in full force and effect in all material respects; (ii) will remain unmodified and in full force and effect immediately after the Closing without any right on the part of any counterparty, including with the passage of time or notice, or both, to terminate, modify or impose any penalty as a result of the transactions contemplated hereby; (iii) is and will remain, including with the passage of time or notice, or both, immediately after the Closing enforceable by each Entity party thereto in accordance with its respective terms; and (iv) HI has no knowledge of Entity, nor, to the Sellers’ Knowledge, any other party, is in material breach or anticipated material breach by default under such agreement. No Entity has received any written notice (or to the Sellers' Knowledge, any other notice) of the intention of any party to terminate any contract specific agreement listed on Schedule 5.113.12(a). (c) HI has provided Schedule 3.12(c) sets forth a list of the Investor transportation contracts with the ten (10) largest customers (by consolidated revenue) of the Entities for 2019 (based upon the most recent calendar month end prior to the Closing), true, correct and complete copies of which, including all modifications and amendments thereto, have been made available to Buyer (collectively, "Customer Contracts"), and no Entity, nor, to the Sellers’ Knowledge, any other party, is in material breach or default under any such contract. Other than customary notice to an Entity that the Entity must bid to continue to provide services to a true and correct copy customer as part of all written contracts which are referred to the customer’s normal bid cycles or as set forth on Schedule 5.11 which have been requested 3.12(c), no Entity has received notice from any of the fifty (50) largest customers (by Investorsconsolidated revenue) of the Entities for 2019 (based upon the most recent calendar month prior to Closing) or their Affiliates that such customer or its Affiliates intends to terminate, together with all amendmentssubstantially modify, waivers fail to renew, or reduce volumes substantially. (d) No Entity, nor, to the Sellers’ Knowledge, any other changes theretoparty, to the twenty-five (25) largest vendor or supplier contracts (by consolidated expenses) of the Entities for 2019 (based upon the most recent calendar month prior to Closing), is in material breach or default under any such contract. No Entity has received written notice (or to Sellers' Knowledge, any other notice) from any vendor that such vendor intends to terminate, substantially modify, fail to renew or reduce volumes substantially under any such vendor contract.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11Contracts Schedule, HI neither the Company nor any of its Subsidiaries is not a party to or bound by, whether written or oral, any: any written: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment involving payments of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; (iii) agreement or indenture more than $500,000 per year and relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any of the assets assets, other than Permitted Liens; (ii) contract for joint ventures; (iii) contract providing for severance, retention, change of HI; control or other similar payments involving payments in excess of $100,000; (iv) agreements with respects license or royalty agreement involving expected payments of more than $500,000 in any 12 months covered by such license or agreement; (v) contract that, to the lending or investing knowledge of funds; the Company, would impose any restrictions upon the ability of the Company and its Subsidiaries from freely engaging in their businesses anywhere in the world; (vvi) guaranty of any obligation for borrowed money or otherwise, of any Person (other than endorsements the Company or its Subsidiaries); (vii) contract relating to the supply, manufacturing, distribution, marketing, advertising or promotion of products or services (whether by the Company or its Subsidiaries or for the Company or its Subsidiaries) involving in any such case payments of more than $3,000,000 per year (other than sales or purchases made for collection; (vi) license or royalty agreements except those entered into pursuant to purchase orders in the ordinary course of business; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; ); (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing pending acquisition or sales sale of its products a business having a fair market value in excess of $1,000,000; (ix) consulting agreement providing for payments thereunder in excess of $250,000 in the aggregate; or (x) contract under which a Person (other than the Company or services (including contracts to provide advertising allowances any Subsidiary) is advanced or promotional services) involving more than loaned an amount exceeding $50,000 per year300,000; or (xi) franchise agreements, (xii) contract which prohibits it from freely engaging is a “material contract” as that term is defined in business anywhere in Item 601(b)(10) of Regulation S-K of the world; or (xiii) any other agreement material to HI not entered into in the ordinary course of businessSEC. (b) Except as specifically contemplated by this Agreement, Neither the Company nor any of its Subsidiaries is in material violation of or disclosed on Schedule 5.11, in material default under (inor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) no any contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11attached Contracts Schedule, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract except as set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11the attached Contracts Schedule. (c) HI The Company has provided the Investor with a made available to Buyer true and correct copy copies of all written contracts which are referred to listed on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes theretothe attached Contracts Schedule.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Contracts Schedule 5.11- Schedule 4.09(a), HI neither the Company nor any Subsidiary is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 or the schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreementsbasis; (iiiv) agreement agreement, document, instrument or indenture evidencing or relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the Company's or any Subsidiary's assets of HI(including any such document evidencing or relating to Funded Indebtedness); (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of businessmaterial guaranty; (vii) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,00025,000; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,00025,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year25,000; (x) contract relating to or group of related contracts with the distribution, marketing or sales same party for the sale of its products or services (including contracts to provide advertising allowances under which the undelivered balance of such products or promotional services) involving more than services has a sales price in excess of $50,000 per year25,000; (xi) franchise agreements, (xii) noncompetition or other contract which prohibits it or restricts the Company or any Subsidiary from freely engaging in operations or business anywhere in the world; (xii) written arrangement concerning a partnership or joint venture; (xiii) written or other arrangement concerning confidentiality; (xiv) written or other arrangement involving any of the Shareholders or the Optionholders and their respective Affiliates; (xv) written arrangement under which the consequences of a default or termination could have a Material Adverse Effect; (xvi) license, sublicense, agreement or permission to use any patent, patent application, trademark, service ▇▇▇▇, trade dress, trade name or corporate name or registration or application for registration thereof, or any other item of material Intellectual Property owned by any third party and used by any of the Company or its Subsidiaries; or (xvii) other material written arrangement (or group of related written arrangements) or any written agreement material to HI not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 Buyer has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor supplied with a true and correct copy of all written contracts which are referred to on the Contracts Schedule 5.11 which have been requested by Investors- Schedule 4.09(a), together with all amendments, waivers or other changes thereto. (c) With respect to each agreement, contract, plan, document, instrument, indenture or arrangement so listed on the attached Contracts Schedule - Schedule 4.09 (a) (collectively, the "Material Contracts"): (i) such Material Contract is legal, valid, binding and enforceable and in full force and effect against the Company or the Subsidiary that is party thereto and, to the Company's knowledge, against each Person (other than the Company or any of its Subsidiaries) that is party thereto; (ii) subject to the Company's obtaining the consents set forth on the attached Third-Party Consents Schedule - Schedule 4.09(c), such Material Contract will continue to be legal, valid, binding, and enforceable against the Company or the Subsidiary that is party thereto and, to the Company's knowledge, against each Person (other than the Company or any of its Subsidiaries) that is party thereto and in full force and effect on identical terms following the Closing; (iii) subject to the Company's obtaining the consents indicated on the Third Party Consents Schedule - Schedule 4.09(c), the consummation of the transactions contemplated by this Agreement will not result in any breach or violation of such Material Contract; and (iv) the Company is not in breach of or default under such contract, and to the Company's knowledge, no event has occurred which, with notice or lapse of time would constitute a breach of or default under or permit termination, modification, or acceleration under, such contract. (d) None of the Company and its Subsidiaries is a party to any oral contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in the Contracts Schedule - Schedule 4.09(c) under the terms of this Section 4.09. (e) To the Company's knowledge, since December 31, 1996, there is no unresolved threat by (i) any supplier or vendor of any of the Company and its Subsidiaries that such supplier or vendor will stop, or materially decrease the rate of, supplying materials, products, or services to any of them or (ii) by any customer of any of the Company and its Subsidiaries that such customer will stop or materially decrease the rate of buying material or products from any of them.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11Contracts Schedule, HI neither the Company nor any Subsidiary is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 or the schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) written contract for the employment or engagement of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreementsbasis; (iiiv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of HICompany's or any Subsidiary's assets; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of businessmaterial guaranty; (vii) lease lease, license, or agreement under which HI it is lessee or licensee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,00025,000; (viii) lease or license agreement under which HI it is lessor or licensor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,00025,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year25,000; (x) contract relating to or group of related contracts with the distribution, marketing or sales same party for the sale of its products or services (including contracts to provide advertising allowances under which the undelivered balance of such products or promotional services) involving more than services has a sales price in excess of $50,000 per year25,000; or (xi) franchise agreements, (xii) contract which prohibits it the Company or any Subsidiary from freely engaging in business anywhere in the world; (xii) any software license or contract (excluding licenses for "off the shelf" software which is generally commercially available), (xiii) contracts under which any rights in and/or ownership of any material part of the customer base, business or assets of any of the Company or any of its Subsidiaries, or any shares or other ownership interests in any of the Company or any of its Subsidiaries was acquired; and (xiv) any other agreement material to HI not entered into agreement, arrangement or contract under which the Company or any of its Subsidiaries has any ongoing obligations that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $25,000 in the ordinary course aggregate, or contemplates or involves the performance of businessservices having a value in excess of $25,000 in the aggregate under which the Company or any of its Subsidiaries has any ongoing obligations, including without limitation, any escrow agreements or indemnification agreements. (b) Except as specifically contemplated by this AgreementBuyer either has been supplied with, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30given access to, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy copies of all written contracts which are referred to on Schedule 5.11 which have been requested by Investorsthe Contracts Schedule, together with all amendments, waivers or other changes thereto. (c) Other than under Section 10.15 of the Stock Purchase Agreement, dated July 17, 1998, by and among the Company, International Account Systems, Inc., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ & Michaels, Inc. (the "IAS Purchase Agreement"), neither the Company nor any Subsidiary is in default under any contract listed on the Contracts Schedule, except where such default would not have a Material Adverse Effect. To the knowledge of the Company, each such contract is in full force and effect in accordance with its terms and in accordance with any amendments to such contract which have been disclosed or made available to Buyer. Except as set forth in Contracts Schedule, neither the Company nor any Subsidiary has given or received written notice of a material default or notice of termination with respect to any contract listed in the Contracts Schedule.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Neither the attached Schedule 5.11, HI Company nor any of the Subsidiaries is not a party to or bound by, whether written or oral, any: any of the following (a “Contract”): (i) agreement relating to any completed material business acquisition or divestiture by the Company or any of the Subsidiaries within the last three (3) years; (ii) collective bargaining agreement or contract with any labor union, whether formal or informal; (iiiii) written or other material bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.12 or the Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreementswith annual payments in excess of $100,000; (iiivi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any portion of the assets Company’s or any of HIthe Subsidiaries’ assets, other than Permitted Liens; (iv) agreements with respects to the lending or investing of funds; (vvii) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000guaranty; (viii) lease or agreement under which HI it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $250,000; (ix) lease or agreement under which it is lessor of of, or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000100,000; (ixx) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year500,000; (xi) franchise agreements, contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $500,000; (xii) contract which prohibits it the Company or any of the Subsidiaries from freely engaging in business anywhere or from competing with any Person, (xiii) agreement with any distributor, dealer or sales representative; (xiv) joint venture agreement; (xv) agreement for any Indebtedness; (xvi) contract with any governmental authority; (xvii) material agreement, arrangement or program pursuant to which the Company has offered or made available to its customers (including its distributors) any volume discount, rebate or advertising or promotional credit or allowance which in the worldtotal is greater than $100,000 per year per customer; or (xiiixviii) power of attorney; (xix) management services agreement or (xx) any other agreement material to HI not entered into agreement, the performance of which will involve consideration in the ordinary course excess of business$500,000. (b) Except as specifically contemplated by this AgreementThe Buyer either has been supplied with, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30given access to, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true complete and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by InvestorsContracts, together with all material amendments, waivers or other changes thereto. (c) Neither the Company nor any of the Subsidiaries nor, to the knowledge of the Company, any other party to the Contract, is in default in any material respect under any Contract.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.113.12, HI neither the Company nor any of its Subsidiaries is not a party to or bound by, whether by any written or oral, any: : (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation (including any bonuses or other remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any collective bargaining agreement or any other contract with any labor union, whether formal or informal; severance agreements, programs, policies or arrangements; (ii) contract for the employment of any officer, individual employee or group of employees or other person Person on a full-time, part-time time, consulting or consulting other basis or any severance agreements; relating to loans to officers, directors or Affiliates; (iii) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $10,000; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the assets Company or any of HI; (iv) agreements with respects to the lending or investing of funds; its Subsidiaries; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; Guaranty; (vi) license lease or royalty agreements agreement under which the Company or any of its Subsidiaries is lessee of or holds or operates any personal property owned by any other party, except those entered into in for any lease of personal property under which the ordinary course of business; aggregate annual rental payments do not exceed $25,000 and other than leases or arrangements for Intellectual Property; (vii) lease or agreement under which HI is lessee of, the Company or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, personal property owned or controlled by it the Company or any of its Subsidiaries and other than leases or arrangements for which annual rental exceeds $50,000; Intellectual Property; (ixviii) contract or group of related contracts with the same party for or group of affiliated parties the purchase or sale performance of raw materials, commodities, supplies, products or other personal property or for which involves consideration in the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum aggregate in excess of $50,000 100,000 annually or $10,000 per year; month, other than purchase and sales orders incurred in the ordinary course of business other than contracts disclosed elsewhere on the Disclosure Schedules; (ix) assignment, license, indemnification or other agreement with respect to the use of any intangible property (including any Intellectual Property Rights) granted or made to the Company or any of its Subsidiaries, or granted or made by the Company or any of its Subsidiaries to third parties, except licenses to the Company or any of its Subsidiaries of commercially available, non-customized software used solely for the Company’s and its Subsidiaries’ 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 or other non-material assignments, licenses, indemnifications or agreements granted or made by the Company or any of its Subsidiaries to third parties. (x) contract relating warranty agreement with respect to the distribution, marketing its services rendered or sales of its products sold or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; leased; (xi) sales, distribution, manufacturing, supply or franchise agreements, agreement; (xii) agreement with a term of more than six months which is not terminable by the Company or any of its Subsidiaries upon less than 30 days’ notice without penalty and involves a consideration in excess of $100,000 annually or $10,000 per month; (xiii) contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries, including any contract regarding any indemnification provided with respect to Environmental and Safety Requirements (other than contracts disclosed elsewhere on the Disclosure Schedules which prohibits disclosure notes the existence of such indemnification); (xiv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or or (xiiixv) any other agreement which is material to HI not entered into its operations and business prospects or involves a consideration in excess of $100,000 annually (other than contracts disclosed elsewhere on the ordinary course of businessDisclosure Schedules). (b) All of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 3.12 are valid, binding and enforceable in accordance with their respective terms, and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby, except to the extent set forth on Schedule 3.3. Except as specifically contemplated by this Agreement, or disclosed set forth on Schedule 5.113.12, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has Company and its Subsidiaries have performed in all material respects all of the obligations required to be performed by HI them and are not in connection with the contracts default under, or commitments required to be disclosed on the Schedule 5.11in breach of, and is not nor in receipt of any claim of default or breach under, any such contract set forth or required to be set forth on Schedule 3.12, or under any such contract that would otherwise be required to be set forth on Schedule 3.12, but for the fact that such contract is set forth elsewhere on the Disclosure Schedules; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries under any contract set forth or commitment required to set forth on Schedule 3.12 or under any contract that would otherwise be required to be disclosed set forth on Schedule 3.12, but for the fact that such contract is set forth elsewhere on the Schedule 5.11, Disclosure Schedules; (iii) HI neither the Company nor any of its Subsidiaries has no any present expectation or intention of not fully performing all such obligations; and (iv) the Company does not have Knowledge of any obligation pursuant breach or anticipated breach by the other parties to any such contract set forth or required to be set forth on Schedule 5.113.12 or under any contract that would otherwise be required to be set forth on Schedule 3.12, and (iv) HI has but for the fact that such contract is set forth elsewhere on the Disclosure Schedules. There are no knowledge renegotiations of, attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any material breach of the agreements and instruments set forth or anticipated material breach by any party required to any contract specific be set forth on Schedule 5.113.12 or of any of the agreements or instruments that would otherwise be required to be set forth on Schedule 3.12, but for the fact that such agreements or instruments are set forth elsewhere on the Disclosure Schedules. (c) HI Buyer has provided the Investor been supplied with a true and correct copy of all each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached Schedule 5.11 which have been requested by Investors3.12, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by set forth on Item 4.10 of the Disclosure Schedule, stated as of the date of this Agreement and except again as set forth on of the attached Schedule 5.11Closing Date, HI the Company is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) bonus, pension, profit sharing, retirement, severance or other form of deferred compensation plan or agreement, other than as described in Section 4.14 of this Agreement or the items of the Disclosure Schedule relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment or retention of or for providing severance or non-compete related payments to any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or for providing any severance agreementscompensation in connection with the sale of the Company; (iiiv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any of the assets of HIthe Company or letter of credit or surety bond arrangements; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, otherwise or other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of businessmaterial guaranty; (vii) lease or agreement under which HI it is lessee of, or holds or operatesoperates any property, any personal property real or personal, owned by any other party party, for which the annual rental exceeds $50,000; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; (ix) contract or group of related contracts with the same party or, to the Company’s Knowledge, group of related parties for the purchase or sale of raw materials, commodities, supplies, products or other personal property services, under which the undelivered balance of such products or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum is in excess of $50,000 per yearannually; (x) contract relating or group of related contracts with the same party or, to the distributionCompany’s Knowledge, marketing or sales group of its related parties for the sale of products or services (including contracts to provide advertising allowances under which the undelivered balance of such products or promotional services) involving more than services is in excess of $50,000 per yearannually; (xi) franchise agreements, (xii) contract which prohibits it contracts prohibiting the Company from freely engaging in business anywhere in the worldUnited States; (xii) sales, distributor or franchise agreements under which annual payments made or received by the Company in fiscal 2004 are expected to exceed $50,000; (xiii) material contracts relating to the marketing, sale, advertising or promotion of its products or services; (xiv) agreements with any supplier or customer under which the Company is obligated to indemnify such supplier or customer against liability claims; (xv) agreements relating to ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments; (xvi) settlement, conciliation or similar agreements; (xvii) agreements with respect to the lending or investing of funds; or (xiiixviii) any other agreement material to HI contract or agreement, whether or not entered into made in the ordinary course of business, which is material to the Company or the absence of which would reasonably be expected to have a Material Adverse Effect. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true True and correct copy copies of all written contracts which are referred to on Schedule 5.11 which have been requested by InvestorsItem 4.10 of the Disclosure Schedule, together with all material amendments, waivers or other changes thereto have been made available to Parent. Each oral contract of the type that would be required to be disclosed in Section 4.10(a) above is described on Item 4.10 of the Disclosure Schedule. The Company has provided Parent with complete and accurate copies of the Company Articles of Incorporation and the Company Bylaws. (c) All of the contracts, agreements and instruments set forth on Item 4.10 of the Disclosure Schedule are, to the Company’s Knowledge, valid, binding and enforceable in accordance with their respective terms as against the counterparties thereto, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and as limited by general principles of equity that restrict the availability of equitable remedies. The Company has performed all obligations required to be performed by it and is not in material default under any contract, agreement or instrument set forth on Item 4.10 of the Disclosure Schedule. No event has occurred which with the passage of time or the giving of notice or both would reasonably be expected to result in a material default, breach or event of noncompliance by the Company or, to the Company’s Knowledge, any other party under any such contract, agreement or instrument. Except as set forth on Item 4.10 of the Disclosure Schedule, (i) the Company has not received written notice of the intention of any party to cancel or terminate any contract, agreement or instrument required to be set forth on Item 4.10 of the Disclosure Schedule; and (ii) to the Company’s Knowledge, there has not been any breach or anticipated breach by the other parties to any such contract, agreement or instrument.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.08, Schedule 4.09, Schedule 4.11(a) or Schedule 4.16(a), neither the attached Schedule 5.11, HI Company nor any of its Subsidiaries is not a party to to, nor are any assets or properties of the Company or any of its Subsidiaries bound by, whether written or oralsubject to, any: (i) collective bargaining agreement bonus, pension, profit sharing, retirement or contract other form of deferred compensation plan which may provide compensation or benefits of at least $100,000 or which when aggregated with any labor union, whether formal all such other plans not included on such schedules may provide compensation or informalbenefits of at least $500,000; (ii) stock purchase, stock option, stock appreciation or similar plan; (iii) contract for the employment or engagement as a consultant of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis involving an annual compensation commitment by the Company or any severance agreementsof its Subsidiaries in excess of $100,000; (iiiiv) contract, agreement or indenture relating to the borrowing Indebtedness in excess of money $1,000,000 or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of HI; (iv) agreements with respects to the lending or investing of fundsCompany's assets; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collectionin excess of $1,000,000; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease lease, contract or agreement under which HI it is lessee of, or holds or operates, any personal property owned by any other party party, for which the annual rental exceeds $50,000; 100,000, (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (ixvii) contract or group of related contracts with the same party for the purchase of inventories, supplies or sale services, under which the undelivered balance of raw materialssuch inventories, commodities, supplies, products supplies or other personal property or for the furnishing or receipt of services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year100,000, other than contracts which are terminable by the Company or one of its Subsidiaries upon 30 days' notice or less without the payment of any termination fee or penalty; (xviii) contract relating to or group of related contracts with the distribution, marketing or sales same party for the sale of its products or services (including under which the undelivered balance of such products or services has a sales price in excess of $100,000, other than contracts to provide advertising allowances which are terminable by the Company or promotional services) involving more than $50,000 per yearone of its Subsidiaries upon 30 days' notice or less without the payment of any termination fee or penalty; (xi) franchise agreements, (xiiix) contract which prohibits it or limits the Company or a Subsidiary in any material respect from freely engaging in business in the United States or anywhere else in the world; (x) joint venture, partnership or (xiii) any other agreement material to HI not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no strategic alliance contract or commitment required agreement relating to be disclosed on Schedule 5.11 has been breached the assets, properties or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all business of the obligations required Company or any of its Subsidiaries or by or to be performed by HI in connection with the contracts which any of them or commitments required to be disclosed on the Schedule 5.11any of their assets or properties are bound or subject; (xi) distribution, sales representative and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.sales agency

Contracts and Commitments. (a) Except Neither the Company nor any Company Subsidiary is, as specifically contemplated by this of the Agreement and except as set forth on the attached Schedule 5.11Date, HI is not a party to or bound by(collectively, whether written or oral, any: the “Company Material Contracts”): (i) any collective bargaining agreement or contract other Contract with any labor union, whether formal or informal; Union; (ii) contract for any Loan Amendment, Material Loan Agreement and other Contract or indenture or similar instrument relating to Indebtedness (without regard to clause (2) in the employment last sentence of any officer, individual employee or group the definition thereof) of employees or other person on a full-time, part-time or consulting basis the Company or any severance agreements; (iii) agreement or indenture relating to the borrowing of money Company Subsidiary or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of HI; the Company or any Company Subsidiary; (iviii) agreements with respects to any guaranty by the lending Company or investing of funds; (v) guaranty any Company Subsidiary of any obligation for borrowed money or otherwise, other than endorsements made for collection; Indebtedness (viwithout regard to clause (2) license or royalty agreements except those entered into in the ordinary course last sentence of business; the definition thereof) or other material guaranty by the Company or any Company Subsidiary; (viiiv) any Company Lease; (v) any individual lease or agreement other Contract under which HI the Company or any Company Subsidiary is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000; 1,000,000; (viiivi) any individual lease or agreement other Contract under which HI the Company or any Company Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it personal property for which the annual rental exceeds $50,000; 1,000,000; (ixvii) contract or group of related contracts with the same party for the other than purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not orders entered into in the ordinary course of business consistent with past practice, any Contract with any Company Material Customer or Company Material Supplier; (viii) any material Intellectual Property Agreements, other than (A) Non-Negotiated Vendor Contracts; (B) Contracts for the non-exclusive license of Intellectual Property granted by the Company or any Company Subsidiary to customers in the ordinary course of business; and (C) Open Source Licenses; (ix) any Contract that purports to limit the ability of the Company or any Company Subsidiary from competing with any Person, operating or doing business in any location, market or line of business (other than, for the avoidance of doubt, any field of use or geographical limitations under the Company’s or any Company Subsidiary’s ordinary course license agreements that do not otherwise restrict competition); (x) any Contract providing for indemnification by the Company or any Company Subsidiary of any Person, except for any such Contracts with reasonable or customary limitations liability (including exclusions therefrom) that are entered into in the ordinary course of business consistent with past practice; (xi) any Contract that (A) contains any “most favored nation” or similar provision in favor of any other Person, or (B) grants to any other Person any exclusive rights, rights of first refusal, rights of first negotiation or similar rights; (xii) any Contract that would require the disposition of any material assets or line of business of the Company or any Company Subsidiary; (xiii) any joint venture, strategic alliance and similar Contract; (xiv) any Contract entered into in the last two (2) years for the settlement of any Action for which the Company or any Company Subsidiary has any ongoing liability or obligation; (xv) any Contract requiring or providing for any capital expenditure by the Company or any Company Subsidiary in excess of $1,000,000; (xvi) any Contract relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) by the Company or any Company Subsidiary of any Person or material line of business entered into during the past two (2) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; and (xvii) any Contract, excluding Company Leases, that requires (A) the payment or delivery by the Company or any Company Subsidiary of cash or other consideration in an amount or having a value in excess of $1,000,000 in the aggregate per Contract or series of Contracts with the same party, or (B) the performance of services by the Company or any Company Subsidiary having a value in excess of $1,000,000 in the aggregate per Contract or series of Contracts with the same party. (b) Except as specifically contemplated by this AgreementEach Company Material Contract is in full force and effect, and is the legal, valid and binding obligation of either the Company or any Company Subsidiary which is party thereto, and, to the Knowledge of the Company, of the other parties thereto, enforceable against each of them in accordance with its terms, subject to any Enforceability Exceptions. Neither the Company nor any Company Subsidiary is in material breach of, or disclosed on Schedule 5.11material default under any Company Material Contract, (i) no contract or commitment required and, to be disclosed on Schedule 5.11 has been breached or canceled by the Knowledge of the Company, the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and each Company Material Contract is not in receipt material default thereunder. No event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default on the part of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party under any Contract listed on Schedule 4.9(a) of the Company Disclosure Schedules. No party to any Company Material Contract has given the Company or any Company Subsidiary written notice of its intent to terminate or materially modify or amend the terms and conditions of any claim of default under any contract or commitment required Company Material Contract (except with respect to be disclosed the Loan Amendments to the Material Loan Agreements entered into on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11Agreement Date), and (iv) HI no party has no knowledge given the Company or any Company Subsidiary written notice of any material breach claim or anticipated material breach by any party dispute with respect to any contract specific on Schedule 5.11. (c) HI Company Material Contract or written notice claiming that any other party is in breach of, or default under, any Company Material Contract. The Company has provided the Investor with a true made available to Otonomo true, correct and correct copy complete copies of all written contracts which are referred to on Schedule 5.11 which have been requested by Investorseach Company Material Contract, together with all amendments, waivers modifications or supplements thereto. Upon consummation of the transactions contemplated by this Agreement, each Company Material Contract shall remain in full force and effect at the Effective Time without any loss of benefits thereunder and without the need to obtain the consent of any party thereto with respect to the transactions contemplated by this Agreement or any other changes theretoTransaction Agreement, in each case except for the expiration, termination or cancellation of any Company Material Contract pursuant to its terms as of the Agreement Date.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 3.14(a) of the attached Company Disclosure Schedule, none of the Company, the Company Subsidiaries nor any of the entities listed on Schedule 5.11, HI 3.1(b) of the Company Disclosure Schedule is not a party to or bound by, whether written or oral, any: by any of the following: (i) collective bargaining agreement any Contract that provides for post-employment or contract with any labor unionpost-consulting liabilities or obligations, whether formal or informal; including severance pay; (ii) contract for any Contract or Company Employee Benefit Plan under which payments or obligations will be increased, accelerated or vested by the employment occurrence (whether alone or in conjunction with any other event) of any officerof the transactions contemplated by this Agreement, individual employee including the Merger, or group under which the value of employees the payments or other person obligations will be calculated on the basis of any of the transactions contemplated by this Agreement, including the Merger, whether pursuant to a full-time, part-time change in control or consulting basis or any severance agreements; otherwise; (iii) agreement or indenture any Contract currently in force relating to the borrowing disposition or acquisition of money or to placing a Lien on any assets where the fair market value of the such assets of HI; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwiseexceeds $10,000, in each case other than endorsements made for collection; (vi) license or royalty agreements except those entered into inventory sold in the ordinary course of business; business and consistent with past practice; (viiiv) lease any Contract relating to an ownership interest in any corporation, partnership, joint venture or agreement other business enterprise or Person, excluding wholly owned Company Subsidiaries; (v) any Contract for the purchase of materials, supplies, equipment or services, under which HI is lessee of, or holds or operates, any personal property owned by any other the aggregate payments made to one party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (ix) contract or group of related contracts with parties during the same party for the purchase or sale of raw materialspast twelve (12) months exceeded, commodities, supplies, products or other personal property or for the furnishing following twelve (12) months is expected to exceed, $10,000; (vi) any Contract for the licensing of Software or receipt for the provision of services which either calls for hardware or services, in each case by the Company or any of the Company Subsidiaries; (vii) any Contract relating to the guarantee (whether absolute or contingent) by the Company or any of the Company Subsidiaries of (A) the performance over of any other Person (other than the Company or a period wholly owned Company Subsidiary) or (B) the whole or any part of more the indebtedness or liabilities of any other Person (other than one year and involves the Company or a sum wholly owned Company Subsidiary); (viii) any Contract relating to the indemnification of officers, directors, managers or agents; (ix) any Contract containing an obligation to indemnify any Person in excess of $50,000 per year; an amount that exceeds the cash consideration actually received by the Company or any Company Subsidiary pursuant to such Contract; (x) contract relating to any power of attorney authorizing the distribution, marketing incurrence of an obligation on the part of the Company or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; the Company Subsidiaries; (xi) franchise agreementsany Contract which limits or restricts (A) where the Company or any of the Company Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which the Company or any of the Company Subsidiaries may engage or (C) any acquisition of assets or stock (tangible or intangible) by the Company or any of the Company Subsidiaries; (xii) contract any Contract under which prohibits it from freely engaging in business anywhere in the world; aggregate payments or receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed, $10,000; (xiii) any other agreement material Contract for the borrowing or lending of money, or the availability of credit (except credit extended by the Company or any of the Company Subsidiaries to HI not entered into customers in the ordinary course of businessbusiness and consistent with past practice); (xiv) any Contract relating to any hedging, option, derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency; (xv) any collective bargaining agreements; or (xvi) any Contract relating to the employment of individuals. Each Contract of the type described in this Section 3.14(a) and in existence as of the date hereof is referred to herein as a “Company Contract”. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, An accurate and complete copy of each Company Contract (iincluding all amendments thereto) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required made available to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11Parent. (c) HI Neither the Company nor any of the Company Subsidiaries, nor, to the knowledge of the Company, any other party to a Company Contract, is in breach, violation or default under, or has provided received written notice that it has breached, violated or defaulted under (nor, to the Investor knowledge of the Company, does there exist any condition under which, with the passage of time or the giving of notice or both, would reasonably be expected to cause such a true breach, violation or default under), any Company Contract. (d) Each Company Contract is a valid, binding and correct copy enforceable obligation of all written contracts which are referred the Company and any applicable Company Subsidiary and, to on Schedule 5.11 which have been requested the knowledge of the Company, of the other party or parties thereto, in accordance with its terms and is in full force and effect, in each case except to the extent enforcement may be limited by Investorsapplicable bankruptcy, together with all amendmentsinsolvency, waivers reorganization, moratorium or other changes theretolaws affecting creditors’ rights generally or by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).

Contracts and Commitments. (a) Except as specifically filed as an exhibit to Seller's SEC Reports, and except as contemplated by this Agreement and except as set forth Agreement, neither Seller, nor the Seller Subsidiaries, nor the entities listed on the attached Schedule 5.11, HI 3.1(b) is not a party to or bound byby any oral or written contract, whether written obligation or oral, any: commitment of any type in any of the following categories: (i) collective bargaining agreement agreements or contract arrangements that contain severance pay, understandings with any labor unionrespect to tax arrangements, whether formal understandings with respect to expatriate benefits, or informal; post-employment liabilities or obligations; (ii) contract for agreements or plans under which benefits will be increased or accelerated by the employment occurrence of any officerof the transactions contemplated by this Agreement, individual employee or group under which the value of employees or other person the benefits will be calculated on a full-time, part-time or consulting the basis or of any severance agreements; of the transactions contemplated by this Agreement; (iii) agreement agreements, contracts or indenture commitments currently in force relating to the borrowing disposition or acquisition of money or to placing a Lien on any of the assets of HI; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; , or relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise; (iv) agreements, contracts or commitments for the purchase of materials, supplies or equipment, under which the aggregate payments for the past 12 months exceeded $100,000, which are with sole or single source suppliers; (v) guarantees or other agreements, contracts or commitments under which Seller or any of the Seller Subsidiaries is absolutely or contingently liable for (A) the performance of any other person, firm or corporation (other than Seller or the Seller Subsidiaries), or (B) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation (other than Seller or the Seller Subsidiaries); (vi) powers of attorney authorizing the incurrence of a material obligation on the part of Seller or the Seller Subsidiaries; (vii) lease agreements, contracts or agreement under commitments which HI is lessee oflimit or restrict (A) where Seller or any of the Seller Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which they may engage, or holds (C) any acquisition of assets or operates, stock (tangible or intangible) by Seller or any personal property owned by any other party for which annual rental exceeds $50,000; of the Seller Subsidiaries; (viii) lease agreements, contracts or agreement commitments, under which HI is lessor the aggregate payments or receipts for the past 12 months exceeded $100,000, containing any agreement with respect to a change of control of Seller or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; of the Seller Subsidiaries; (ix) contract agreements, contracts or group of related contracts with the same party commitments for the purchase borrowing or sale lending of raw materialsmoney, commodities, supplies, products or other personal property the availability of credit (except credit extended by Seller or for any of the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating Seller Subsidiaries to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not entered into customers in the ordinary course of businessbusiness and consistent with past practice); (x) any hedging, option, derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency; or (xi) any agreement, contract or commitment otherwise required to be filed as an exhibit to a periodic report under the Exchange Act, as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Each contract, agreement or commitment of the type described in this Section 3.15 is referred to herein as a "SELLER CONTRACT." (b) Except as specifically contemplated by this AgreementNeither Seller nor any of the Seller Subsidiaries, nor to the knowledge of Seller any other party to a Seller Contract, has breached, violated or defaulted under, or disclosed on Schedule 5.11received notice that it has breached, violated or defaulted under, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30nor does there exist any condition under which, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts passage of time or commitments required the giving of notice or both, could reasonably be expected to cause such a breach, violation or default under), any Seller Contract, other than any breaches, violations or defaults which have not had, or could not reasonably be disclosed on expected to have, individually or in the Schedule 5.11aggregate, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11a Seller Material Adverse Effect. (c) HI Each Seller Contract is a valid, binding and enforceable obligation of Seller and to the knowledge of Seller, of the other party or parties thereto, in accordance with its terms, and in full force and effect, except where the failure to be valid, binding, enforceable and in full force and effect has provided not had, or could not reasonably be expected to have, individually or in the Investor with aggregate, a true Seller Material Adverse Effect and correct to the extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights governing or by general principles of equity. (d) An accurate and complete copy of all written contracts which are referred each Seller Contract has been made available (including via ▇▇▇▇▇) to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes theretoBuyer.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11Contracts Schedule, HI as of the date hereof, neither the Company nor any of its Subsidiaries is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract with any labor union, whether formal or informal; agreement; (ii) contract Contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; providing for base compensation in excess of two hundred thousand dollars ($200,000) per annum; (iii) agreement or indenture Contract relating to the borrowing incurrence, assumption or guarantee, whether directly or indirectly, of money any Indebtedness or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of HI; the Company or any of its Subsidiaries including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, pledge agreements, security agreements, or conditional sale or title retention agreements; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; material guaranty; (vi) license or royalty agreements except those entered into in the ordinary course of business; (viiv) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds twenty-five thousand dollars ($50,000; 25,000); (viiivi) lease or agreement under which HI it is lessor of or permits any third third-party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds twenty-five thousand dollars ($50,000; 25,000); (ixvii) contract other than purchase orders entered into in the Ordinary Course of Business, Contracts or group of related contracts Contracts with any supplier required to be listed on the same party for Customers and Suppliers Schedule; (viii) other than purchase orders entered into in the purchase Ordinary Course of Business, Contract or sale group of raw materials, commodities, supplies, products related Contracts with any customer required to be listed on the Customers and Suppliers Schedule; (ix) Contracts which purport to or other personal property that prohibit the Company or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales any of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it Subsidiaries from freely engaging in business (including any contract with a non-competition provision with respect to the company or any of its Subsidiaries or any product produced or sold by the Company or any of its Subsidiaries) anywhere in the world; world or any Contract containing covenants of the Company not to solicit or hire any person with respect to employment; (x) Contract containing a minimum purchase requirement by the Company or any of its Subsidiaries to purchase during the twelve (12) month period immediately following December 31, 2020, in the aggregate, a minimum of one hundred thousand dollars ($100,000) or more of goods or services on an annual basis; (xi) Contract containing a minimum supply commitment by the Company or any of its Subsidiaries to supply during the twelve (12) month period immediately following December 31, 2020, in the aggregate, a minimum of one hundred thousand dollars ($100,000) or more of goods or services on an annual basis; (A) Contracts providing for the grant of any license, right, permission, consent or non assertion relating to any Intellectual Property by (y) the Company or any of its Subsidiaries to a third party or (z) a third party to the Company or any of its Subsidiaries, and (B) Contracts affecting the Company's or any of its Subsidiaries' ability to use or disclose any material Intellectual Property, in the case of each of the foregoing clauses (A) and (B), other than (1) licenses for commercially available, off the shelf software used by the Company or any of its Subsidiaries, (2) Contracts that arise as a matter of law by implication as a result of sales of products and services by the Company or its Subsidiaries, or (3) Contracts entered into by the Company or any of its Subsidiaries with its customers in the Ordinary Course of Business, under which the Company or its Subsidiaries grants to a customer a non-exclusive license of Company Intellectual Property; (xiii) Contracts providing for the authorship, invention, creation, conception or other development of any material Intellectual Property by (A) the Company or any of its Subsidiaries for any third party or (B) a third party for the Company or any of its Subsidiaries, in the case of (B), other agreement than Contracts with employees whereby employees are obligated to assign all intellectual property rights to the Company or one of its Subsidiaries; (xiv) Contracts providing for the assignment or transfer of any ownership interest in material Intellectual Property by (A) the Company or any of its Subsidiaries to HI not a third party or (B) a third party to the Company or any of its Subsidiaries, in the case of (B) other than Contracts with Persons whereby such Persons are obligated to assign all intellectual property rights to the Company or one of its Subsidiaries, and in the case of (A), Contracts entered into in the ordinary course Ordinary Course of Business with customers; (xv) Contract containing any future capital expenditure obligation(s) of the Company or any of its Subsidiaries in excess of two hundred fifty thousand dollars ($250,000); (xvi) each partnership, strategic alliance or joint venture Contract to which the Company or any of its Subsidiaries is a party; (xvii) Contract with a "most favored nation" or similar provision; (xviii) Contracts relating to the acquisition or disposition (whether by merger, sale of units, sale of all (or substantially all) assets or otherwise) of any Person or line of business, or other substantial amount of assets (other than inventory and raw materials, or other assets acquired or disposed of in the Ordinary Course of Business), or the future acquisition or disposition (whether by merger, sale of units, sale of all (or substantially all) assets or otherwise) of any Person or line of business, or other substantial amount of assets (other than inventory and raw materials, or other assets acquired or disposed of in the Ordinary Course of Business); (xix) Contract that requires the Company or any of its Subsidiaries to indemnify any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business); and (xx) Contract under which the Company or its Subsidiaries has made advances or loans to any other Person. (b) As of the date hereof, each of the Contracts listed or required to be listed on the Contracts Schedule is in full force and effect, and is a legal, valid and binding obligation of the Company or a Subsidiary of the Company which is party thereto, and, to the Knowledge of the Company, of the other parties thereto enforceable against each of them in accordance with its terms, in each case, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors' rights or to general principles of equity. Except as specifically contemplated by this Agreementset forth on the Contracts Schedule, as of the date hereof, neither the Company nor any Subsidiary of the Company (as applicable) is in material default under any Contract listed on the Contracts Schedule, and, to the Knowledge of the Company, the other party to each of the Contracts listed on the Contracts Schedule is not in material default thereunder. Except as set forth on the Contracts Schedule, as of the date hereof, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default on the part of the Company, or disclosed any Subsidiary of the Company or, to the Knowledge of the Company, any other party under any Contract listed on Schedule 5.11the Contracts Schedule. To the Knowledge of the Company, as of the date hereof, (i) no contract party to any Contract listed on the Contracts Schedule has exercised or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30given written notice that it will exercise any termination rights with respect thereto, 1999, and (ii) HI no party has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge given written notice of any material breach or anticipated material breach by any party dispute with respect to any contract specific Contract listed on Schedule 5.11. (c) HI the Contracts Schedule. The Company has provided made available to the Investor with a Purchaser true and correct copy copies of all written contracts which are referred to each Contract listed on Schedule 5.11 which have been requested by Investorsthe Contracts Schedule, together with all amendments, waivers modifications or other changes supplements thereto.

Contracts and Commitments. (a) Except as specifically Schedule 3.15(a) of the Disclosure Schedule sets forth each of the following types of Contracts currently in force pursuant to which any of A2iA and its Subsidiaries is a party or is bound (each a “Material Contract”): (i) any Contract that provides for post-employment or post-consulting liabilities or obligations, including severance pay other than obligations associated with any non-compete undertaking (A) the enforcement of which can be waived by A2iA or its Subsidiary at its exclusive election and (B) for which a waiver by A2iA or its Subsidiary will result in avoidance of such obligation; (ii) any Contract or A2iA Employee Plan under which payments or obligations owed to any employee of A2iA or any of its Subsidiaries will be increased, accelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any of the transactions contemplated by this Agreement and except as set forth or under which the value of the payments or obligations will be calculated on the attached Schedule 5.11, HI is not a party to or bound bybasis of any of the transactions contemplated by this Agreement, whether written pursuant to a change in control or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreementsotherwise; (iii) agreement any collective bargaining agreements, including the CBA, or indenture relating to the borrowing other Contract with any labor union or similar Representative of money employees of A2iA or to placing a Lien on any of the assets of HIits Subsidiaries; (iv) agreements with respects any Contract relating to the lending disposition or investing acquisition of funds; (v) guaranty of any obligation for borrowed money or otherwiseassets, in each case other than endorsements made for collection; (vi) license or royalty agreements except those entered into inventory sold in the ordinary course of businessbusiness and consistent with past practice; (v) any Contract relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise or Person; (vi) any Contract for the purchase of materials, supplies, equipment or services (1) from a Related Party or (2) under which the aggregate payments made to one party or group of related parties during the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed, €150,000; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000Contract with a Material Supplier; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000Contract with a Material Customer; (ix) contract any Contract relating to the acquisition, transfer or group development of related contracts any Intellectual Property or Intellectual Property Rights owned by A2iA or one of its Subsidiaries, incorporated into any of the A2iA Products or otherwise used in the conduct of the businesses of A2iA or any of its Subsidiaries other than (A) any intercompany Contract or (B) any employment Contract, including any Contracts with the same party for the purchase trainees or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per yeartemporary workers; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per yearany Outbound IP Licenses; (xi) franchise agreements, any Inbound IP Licenses; (xii) contract which prohibits it from freely engaging in business anywhere in any Contract relating to the worldguarantee (whether absolute or contingent) by A2iA or any of its Subsidiaries of (1) the performance of any other Person (other than A2iA or one of its Subsidiaries) or (2) the whole or any part of the indebtedness or liabilities of any other Person (other than A2iA or one of its Subsidiaries); or (xiii) any Contract containing an obligation to indemnify any officer, director, manager or agent of A2iA or any of its Subsidiaries other agreement material than obligations associated with any non-compete undertaking (A) the enforcement of which can be waived by A2iA or its Subsidiary at its exclusive election and (B) for which a waiver by A2iA or its Subsidiary will result in avoidance of such obligation; (xiv) any Contract which limits or restricts (1) where A2iA or any of its Subsidiaries may conduct business, (2) where A2iA or any of its Subsidiaries may use, exploit, assert or enforce any A2iA IP, (3) the type or lines of business in which A2iA or any of its Subsidiaries may engage or (4) any acquisition of assets or stock (tangible or intangible) by A2iA or any of its Subsidiaries; (xv) any Contract under which the aggregate payments or receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected to HI exceed, €250,000 and that cannot entered into be terminated by A2iA or its applicable Subsidiary at will on less than ninety (90) days’ notice; (xvi) any Contract for the borrowing or lending of money, or the availability of credit (except credit extended by A2iA or any of its Subsidiaries to customers in the ordinary course of business. business and consistent with past practice); (bxvii) Except as specifically contemplated by this Agreementany Real Property Lease; (xviii) any Contract providing for any individual capital expenditure of €50,000 or more during any twelve (12) month period or capital expenditures of €150,000 or more, or disclosed on Schedule 5.11in the aggregate, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by over the other party since June 30, 1999, (ii) HI has performed in all material respects all life of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of Contract; (xix) any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant Contract relating to any contract set forth on Schedule 5.11hedging, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investorsoption, together with all amendments, waivers derivative or other changes thereto.similar transaction and any foreign exchange position or contract for the exchange of currency; and

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 2.7 hereto lists the attached Schedule 5.11, HI is not a party to or bound byfollowing agreements, whether written oral or oralwritten, anyto which the Company is a party, which are currently in effect, and which relate to the operation of the Company's business: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iiiv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or relating to severance pay for any severance agreementssuch person; (iiivi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of the Company's capital stock or the election of directors; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any of the assets of HIthe Company; (iv) agreements with respects to the lending or investing of funds; (vix) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (viix) lease or agreement under which HI the Company is lessee of, or holds or operatesoperates any property, any personal property real or personal, owned by any other party party, for which the annual rental exceeds $50,00010,000; (viiixi) lease or agreement under which HI the Company is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,00010,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it the Company from freely engaging in business anywhere in the world; or (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by the Company in connection with the intellectual property rights listed in Schedule 2.19(b) hereto; (xiv) contract or commitment for capital expenditures in excess of $10,000; (xv) agreement for the sale of any capital asset; (xvi) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by the Company of Intellectual Property of others or by others of Company Intellectual Property (as defined in Section 2.19 hereof); or (xvii) other agreement which is either material to HI the Company's business or was not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI The Company has performed in all material respects all of the obligations required to be performed by HI them in connection with the contracts or commitments required to be disclosed on the in Schedule 5.11, 2.7 and is not in receipt of any claim of default under any contract or commitment required to be disclosed on under such caption; the Schedule 5.11, (iii) HI Company has no present expectation or intention of not fully performing any material obligation pursuant to any contract set forth on Schedule 5.11, or commitment required to be disclosed under such caption; and (iv) HI the Company has no knowledge Knowledge of any material breach or anticipated material breach by any other party to any contract specific on Schedule 5.11or commitment required to be disclosed under such caption. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 2.7 hereto lists the attached Schedule 5.11, HI is not a party to or bound byfollowing agreements, whether written oral or oralwritten, anyto which the Company is a party, which are currently in effect, and which relate to the operation of the Company’s business: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iiiv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or relating to severance pay for any severance agreementssuch person; (iiivi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of the Company’s capital stock or the election of directors; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any of the assets of HIthe Company; (iv) agreements with respects to the lending or investing of funds; (vix) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (viix) lease or agreement under which HI the Company is lessee of, or holds or operatesoperates any property, any personal property real or personal, owned by any other party party, for which the annual rental exceeds $50,00010,000; (viiixi) lease or agreement under which HI the Company is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,00010,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it the Company from freely engaging in business anywhere in the world; or (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by the Company in connection with the intellectual property rights listed in Schedule 2.19(b) hereto; (xiv) contract or commitment for capital expenditures in excess of $10,000; (xv) agreement for the sale of any capital asset; (xvi) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by the Company of Intellectual Property of others or by others of Company Intellectual Property (as defined in Section 2.19 hereof); or (xvii) other agreement which is either material to HI the Company’s business or was not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI The Company has performed in all material respects all of the obligations required to be performed by HI them in connection with the contracts or commitments required to be disclosed on the in Schedule 5.11, 2.7 and is not in receipt of any claim of default under any contract or commitment required to be disclosed on under such caption; the Schedule 5.11, (iii) HI Company has no present expectation or intention of not fully performing any material obligation pursuant to any contract set forth on Schedule 5.11, or commitment required to be disclosed under such caption; and (iv) HI the Company has no knowledge Knowledge of any material breach or anticipated material breach by any other party to any contract specific on Schedule 5.11or commitment required to be disclosed under such caption. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically filed as an exhibit to Company’s SEC Reports, set forth on Schedule 3.15, or except as contemplated by this Agreement and except as set forth Agreement, neither Company, nor the Company Subsidiaries, nor the entities listed on the attached Schedule 5.11, HI 3.1(b) is not a party to or bound byby any oral or written contract, whether written obligation or oral, any: commitment of any type in any of the following categories: (i) collective bargaining agreement agreements or contract arrangements that contain severance pay, understandings with any labor unionrespect to tax arrangements, whether formal understandings with respect to expatriate benefits, or informal; post-employment liabilities or obligations; (ii) contract for agreements or plans under which benefits will be increased or accelerated by the employment occurrence of any officerof the transactions contemplated by this Agreement, individual employee or group under which the value of employees or other person the benefits will be calculated on a full-time, part-time or consulting the basis or of any severance agreements; of the transactions contemplated by this Agreement; (iii) agreement agreements, contracts or indenture commitments currently in force relating to the borrowing disposition or acquisition of money or to placing a Lien on any of the assets of HI; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; , or relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise; (iv) agreements, contracts or commitments for the purchase of materials, supplies or equipment, under which the aggregate payments for the past 12 months exceeded $250,000, which are with sole or single source suppliers; (v) guarantees or other agreements, contracts or commitments under which Company or any of the Company Subsidiaries is absolutely or contingently liable for (A) the performance of any other Person, firm or corporation (other than Company or the Company Subsidiaries), (B) the whole or any part of the indebtedness or liabilities of any other Person, firm or corporation (other than Company or the Company Subsidiaries), or (C) indemnification obligations to officers and directors; (vi) powers of attorney authorizing the incurrence of a material obligation on the part of Company or the Company Subsidiaries; (vii) lease agreements, contracts or agreement under commitments which HI is lessee oflimit or restrict (A) where Company or any of the Company Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which they may engage, or holds (C) any acquisition of assets or operates, stock (tangible or intangible) by Company or any personal property owned by any other party for which annual rental exceeds $50,000; of the Company Subsidiaries; (viii) lease agreements, contracts or agreement commitments, under which HI is lessor the aggregate payments or receipts for the past 12 months exceeded $250,000, containing any agreement with respect to a change of control of Company or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; of the Company Subsidiaries; (ix) contract agreements, contracts or group of related contracts with the same party commitments for the purchase borrowing or sale lending of raw materialsmoney, commodities, supplies, products or other personal property the availability of credit (except credit extended by Company or for any of the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating Company Subsidiaries to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not entered into customers in the ordinary course of businessbusiness and consistent with past practice); (x) any hedging, option, derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency; or (xi) any agreement, contract or commitment otherwise required to be filed as an exhibit to a periodic report under the Exchange Act, as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Notwithstanding the foregoing, Schedule 3.15 shall not include any agreements or contracts with respect to proprietary customer and sales information including the identity of and information regarding distributors, resellers, partners and end users and information regarding sales dollars, sales volumes and product revenues not publicly available. Each contract, agreement or commitment of the type described in this Section 3.15 is referred to herein as a "Company Contract” and each such Company Contract identified in Section 3.15(a)(i) through Section 3.15(a)(xi) is identified by name and date on Schedule 3.15(a) to the Company Disclosure Statement. (b) Except as specifically contemplated by this AgreementNeither Company nor any of the Company Subsidiaries, nor to the knowledge of Company any other party to a Company Contract, has breached, violated or defaulted under, or disclosed on Schedule 5.11received notice that it has breached, violated or defaulted under, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30nor does there exist any condition under which, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts passage of time or commitments required the giving of notice or both, could reasonably be expected to cause such a breach, violation or default under), any Company Contract, other than any breaches, violations or defaults which have not had, or could not reasonably be disclosed on expected to have, individually or in the Schedule 5.11aggregate, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11a Company Material Adverse Effect. (c) HI Each Company Contract is a valid, binding and enforceable obligation of Company and to the knowledge of Company, of the other party or parties thereto, in accordance with its terms, and in full force and effect, except where the failure to be valid, binding, enforceable and in full force and effect has provided not had, or could not reasonably be expected to have, individually or in the Investor with aggregate, a true Company Material Adverse Effect and correct to the extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights governing or by general principles of equity. (d) An accurate and complete copy of all written each Company Contract (other than agreements or contracts which are referred with respect to on Schedule 5.11 which have technology related information that is not publicly available) has been requested by Investors, together with all amendments, waivers or other changes theretomade available (including via E▇▇▇▇) to Parent.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as with regard to any Contracts or other agreements set forth on the attached Schedule 5.11Contracts Schedule, HI neither the Company nor any of its Subsidiaries is not a party to any of the following contracts, other agreements or bound by, whether written or oral, anyarrangements: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 4.11 or the Disclosure Schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or group of employees or other person individual service provider on a full-time, part-time or consulting basis or any severance agreementsproviding for base compensation in excess of $100,000 per annum; (iiiv) agreement or indenture Contract relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of HIthe Company or any of its Subsidiaries; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of businessmaterial guaranty; (vii) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; (ix) contract or group of related contracts with the same party for the purchase of products or services, other than purchase orders entered into in the ordinary course of business, under which the undelivered balance of such products and services has a selling price in excess of $100,000 which cannot be cancelled by the Company or any of its Subsidiaries without penalty or without more than 90 days’ notice; (x) Contracts that (A) provide for any minimum purchase or payment requirement or contain a “take or pay” provision or (B) contains a “most-favored nation” or similar preferential pricing provision; (xi) Contract with a Material Supplier; (xii) contract or group of related contracts with the same party for the sale of raw materials, commodities, supplies, products or services, other personal property than purchase orders entered into in the ordinary course of business, under which the undelivered balance of such products or for the furnishing or receipt of services which either calls for performance over has a period of more than one year and involves a sum sales price in excess of $50,000 per yearwhich cannot be cancelled by the Company or any of its Subsidiaries without penalty or without more than 90 days’ notice; (xxiii) contract Contracts relating to the distributionacquisition, marketing sale or sales disposition of all or material portion of any assets or business of any other Person (whether by merger, sale of stock, sale of assets or otherwise), whether or not consummated (including any confidentiality agreements entered into with respect thereto) (A) within the last five (5) years or (B) that contain representations, warranties, covenants, indemnities or other obligations of the Company or any of its products Subsidiaries that are still in effect, including any outstanding “earn-outs”, contingent or services (including contracts to provide advertising allowances deferred purchase price payments or promotional services) involving more than $50,000 per yearsimilar contingent payment obligations; (xi) franchise agreements, (xiixiv) contract which materially prohibits it the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xv) Contracts relating to any joint venture, partnership, strategic alliance or sharing of profits or losses with any Person, or any similar Contracts; (xiiixvi) Contracts that are a settlement, conciliation or similar agreement with any Governmental Body or pursuant to which the Company or any of its Subsidiaries will have any obligations after the date hereof; (xvii) contracts relating to the licensing of 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 (other agreement material to HI not entered into than contracts for generally commercially available off-the-shelf software or contracts for Inbound Licenses granted in the ordinary course of business), in each case involving consideration in excess of $50,000 per annum; and (xviii) all agreements between or among the Company or any Subsidiary, on the one hand, and Seller or any of its Affiliates (other than the Company or any Subsidiary), on the other hand. (b) Except Seller has made available to the Purchaser a true, correct and complete copy of each Contract listed on the Contracts Schedule (or a true and correct summary of the material terms of any oral Contract listed on the Contracts Schedule). Each of the Contracts listed on the Contracts Schedule is valid and binding on the Company or its Subsidiary, is in full force and effect, neither the Company nor any of its Subsidiaries (as specifically contemplated by this Agreementapplicable) is in material default under any Contract listed on the Contracts Schedule, or disclosed on Schedule 5.11and, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the knowledge of Seller, the other party since June 30, 1999, (ii) HI has performed in all material respects all to each of the Contracts listed on the Contracts Schedule in not in material default thereunder. The Company and each of its Subsidiaries have performed all obligations required to be performed by HI it in connection with all material respects under the contracts or commitments required to be disclosed Contracts listed on the Schedule 5.11Contracts Schedule, except that the execution, delivery and is not performance of this Agreement by Seller and the consummation of the transactions contemplated hereby may conflict with, result in receipt a material breach of, require a notice under, constitute a material default under, result in a material violation of, give rise to a right of any claim termination, modification, cancellation, or result in the loss of default a right or benefit under any contract or commitment required to be disclosed certain of the Contracts listed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11Contracts Schedule. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. Except as set forth in SCHEDULE 2.13: (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11, HI is Sellers are not a party to any contract, commitment or bound byarrangement of the type described below which would be binding on Buyer with respect to any employees of the T▇▇▇ Facility after the Closing Date, whether written or oral, any: would otherwise be applicable to or binding upon Buyer for any reason at any time after the Closing Date: (i) collective bargaining agreement bonus, pension, profit sharing, retirement or contract with any labor uniondeferred compensation plan or stock purchase, stock option, hospitalization insurance or similar plan or practice, whether formal or informal; , or severance agreements or arrangements; (ii) contract with any labor union or contract for the employment of any officer, individual employee or group of employees or other person Person on a full-time, part-time or consulting basis or any severance agreements; basis; (iii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any of the assets of HI; Assets; (iv) agreements with respects to the lending or investing of funds; (v) guaranty guarantee of any obligation for borrowed money or otherwise, other than endorsements made for collection; collection in the ordinary course of business; (v) agreement or commitment with respect to the lending or investing of funds to or in other persons or entities; (vi) license or royalty agreements except those entered into in the ordinary course of business; agreement; (vii) lease or agreement under which HI it is lessee of, of or holds or operates, operates any personal property owned by any other party for which the aggregate annual rental payments to any one Person and its affiliates exceeds $50,000; 10,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Buyer hereunder); (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the aggregate annual rental exceeds $50,000; 10,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Buyer hereunder); (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or services under which the undelivered balance of such products and services has a selling price in excess of $10,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Buyer hereunder); (x) other personal property contract or for group of related contracts with the furnishing or receipt of services which either calls for performance same party continuing over a period of more than one year and involves a sum in excess of $50,000 per year; six (x6) contract relating to months from the distributiondate or dates thereof, marketing not terminable by it on thirty (30) days' or sales of its products less notice without penalties or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; 10,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Buyer hereunder); (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; ; (xii) contract relating to the distribution or brokerage of its products; (xiii) supply agreements or obligations undertaken by Sellers since June 30, 2002, not otherwise described in this SECTION 2.13 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Buyer hereunder); or (xiv) contract with any officer, director, partner, shareholder or other agreement material to HI not entered into in the ordinary course insider of businessSellers. (b) Except as specifically contemplated by this Agreementdisclosed in SCHEDULE 2.13, or disclosed on Schedule 5.11since June 30, 2002, (i) to the knowledge of Sellers, no contract or commitment required material and relating primarily to be disclosed on Schedule 5.11 the Business, the T▇▇▇ Facility or the Assets has been breached or canceled by the other party since June 30, 1999party, (ii) HI has Sellers have performed in all material respects all of the obligations required to be performed by HI them through the date of this Agreement in connection with the contracts or commitments required to be disclosed on Business, the Schedule 5.11, T▇▇▇ Facility and is the Assets and are not in receipt of any written claim of default under any contract lease, contract, commitment or commitment required other agreement to be disclosed on which any Seller is a party having an aggregate value over the Schedule 5.11, life thereof in excess of $10,000; and (iii) HI no event has no present expectation occurred which, with the passage of time or intention the giving of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11notice or both, and (iv) HI has no knowledge of would result in a breach or default under any material breach lease, contract, instrument or anticipated material breach by other agreement to which any Seller is a party and which is related to any contract specific on Schedule 5.11the Assets. (c) HI SCHEDULE 2.13 contains a list of all Contract Rights and Assumed Contracts, and Seller has provided the Investor supplied Buyer with a true and correct copy of all written contracts Assumed Contracts which are referred to on Schedule 5.11 which have been requested by Investors2.13, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in Schedule 4.13, neither the attached Schedule 5.11, HI Company nor the Company Subsidiaries is not a party to or bound by, whether written or oral, any: by any of the following: (i) collective bargaining agreement any Contract that provides for post-employment or contract with post-consulting liabilities or obligations of the Company or any labor unionCompany Subsidiary, whether formal or informal; including severance pay; (ii) contract for any Contract or Company Employee Benefit Plan under which payments or obligations of the employment Company or any Company Subsidiary will be increased, accelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any officerof the Transactions, individual employee or group under which the value of employees the payments or other person obligations will be calculated on the basis of any of the transactions contemplated by this Agreement, whether pursuant to a full-time, part-time change in control or consulting basis or any severance agreements; otherwise; (iii) agreement or indenture any Contract currently in force relating to the borrowing disposition or acquisition of money or to placing a Lien on any assets where the fair market value of the such assets of HI; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwiseexceeds $10,000, in each case other than endorsements made for collection; (vi) license or royalty agreements except those entered into inventory sold in the ordinary course of business; business and consistent with past practice; (viiiv) lease any Contract relating to an ownership interest in any corporation, partnership, joint venture or agreement other business enterprise or Person, excluding wholly owned Company Subsidiaries; (v) any Contract for the purchase of materials, supplies, equipment or services, under which HI is lessee of, or holds or operates, any personal property owned by any other the aggregate payments made to one party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (ix) contract or group of related contracts with parties during the same party for the purchase or sale of raw materialspast twelve (12) months exceeded, commodities, supplies, products or other personal property or for the furnishing following twelve (12) months is expected by the Company to exceed, $75,000; (vi) any Contract for the licensing of Software or receipt for the provision of services which either calls for hardware or services, in each case by the Company or any of the Company Subsidiaries, excluding licenses covering “off-the-shelf” or “shrink wrap” products and technology; (vii) any Contract relating to the guarantee (whether absolute or contingent) by the Company or any of the Company Subsidiaries of (A) the performance over of any other Person (other than the Company or a period wholly owned Company Subsidiary) or (B) the whole or any part of more the indebtedness or liabilities of any other Person (other than one year and involves the Company or a sum wholly owned Company Subsidiary); (viii) any Contract relating to the indemnification of officers, directors, managers or agents; (ix) any Contract containing an obligation to indemnify any Person in excess of $50,000 per year; an amount that exceeds the cash consideration actually received by the Company or any Company Subsidiary pursuant to such Contract; (x) contract relating to any power of attorney authorizing the distribution, marketing incurrence of an obligation on the part of the Company or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; the Company Subsidiaries; (xi) franchise agreementsany Contract which limits or restricts (A) where the Company or any of the Company Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which the Company or any of the Company Subsidiaries may engage or (C) any acquisition of assets or stock (tangible or intangible) by the Company or any of the Company Subsidiaries; (xii) contract any Contract under which prohibits it from freely engaging in business anywhere in the world; aggregate payments or receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected by the Company to exceed, $75,000; (xiii) any other agreement material Contract for the borrowing or lending of money, or the availability of credit (except credit extended by the Company or any of the Company Subsidiaries to HI not entered into customers in the ordinary course of businessbusiness and consistent with past practice); (xiv) any Contract relating to any hedging, option, derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency; (xv) any collective bargaining agreements; (xvi) any material Contract or arrangement which relates to matters not within the ordinary course of the business or not entirely on an arm’s length basis; (xvii) any Contract or arrangement between the Company or any of the Company Subsidiaries, on the one hand, and any of the Company’s directors or any Person connected with such director, on the other hand; or (xviii) any Contract relating to the employment of individuals. Each Contract of the type described in this Section 4.13(a) and in existence as of the date hereof is listed in Schedule 4.13 and referred to herein as a “Company Contract”. (b) Except as specifically contemplated by this AgreementAn accurate and complete copy, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects respects, of each Company Contract (including all of amendments thereto) is available in the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11Data Room. (c) HI Neither the Company nor any of the Company Subsidiaries nor, to the Knowledge of the Company, any other party to a Company Contract, is in breach, violation or default under, or has provided received written notice that it has breached, violated or defaulted under (nor, to the Investor Knowledge of the Company, has any event occurred which, with the passage of time or the giving of notice or both, would constitute such a breach, violation or default under), any warranty or condition of any Company Contract. Neither the Company nor any of the Company Subsidiaries has failed to comply with any applicable warranty or other contractual commitment in a Company Contract relating to the use, functionality or performance of any Company Software or any Company Product containing, supported, hosted or provisioned by, or used in conjunction with any Company Software. (d) Each Company Contract is a valid, binding and enforceable obligation of the Company and any applicable Company Subsidiary and, to the Knowledge of the Company, the other party or parties thereto in accordance with its terms and is in full force and effect, in each case except to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally or by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law) (collectively, “Creditor’s Rights”). (e) Neither the Company, nor any of its present directors, officers, nor any Person connected with a true and correct copy of all written contracts present director or officer, now has, either directly or indirectly, an interest in nor agents, consultants or employees, now has, either directly or indirectly, a material interest in: (i) any entity which are referred supplies or supplied material services or products to on Schedule 5.11 which have been requested by Investorsthe Company or purchases or purchased from the Company any material goods or services, together or otherwise does or did material business with all amendments, waivers or other changes theretothe Company; or (ii) any Company Contract.

Contracts and Commitments. (an) Except as specifically contemplated by this Agreement Section 4.09 of the Disclosure Schedules sets forth a true and except complete list of each of the following contracts and other agreements to which the Company or its Subsidiary is a party or to which any of the assets of the Company, its Subsidiary or the Business are subject: (i) any collective bargaining agreement, as set forth on in Section 4.16 of the attached Schedule 5.11, HI is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; Disclosure Schedules; (ii) any written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 or the Disclosure Schedules relating thereto; (iii) any stock purchase, stock option or similar plan; (iv) any contract for the employment of any officer, individual employee or group of employees or other person individual on a full-time, part-time or consulting basis or providing for fixed compensation in excess of $100,000 per annum; (v) any severance agreements; (iii) agreement or indenture relating to the borrowing of money money, whether as borrower or lender, or to mortgaging, pledging or otherwise placing a Lien other than a Permitted Lien on any assets of the assets of HI; Company and its Subsidiary; (ivvi) agreements with respects to the lending or investing of funds; (v) any guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; material guaranty; (vii) any lease or other agreement under which HI it is lessee of, or holds or operates, operates any tangible personal property owned by any other party party, for which the annual rental exceeds $50,000; 150,000; (viii) any lease or other agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it tangible personal property for which the annual rental exceeds $50,000; 150,000; (ix) any contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property services (A) that requires annual payments to be made by the Company or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum its Subsidiary in excess of $50,000 per year; 150,000 or (B) that provided for annual payments by the Company or its Subsidiary in excess of $150,000 during the trailing twelve (12)-month period ending on the date of the Latest Balance Sheet; (x) contract any agreements relating to any completed business acquisition or disposition by the distributionCompany or its Subsidiary (whether by merger, marketing sale of stock, sale of assets or sales otherwise) entered into on or after February 1, 2013 or pursuant to which the Company or its Subsidiary has any continuing material obligation or Liability; (xi) any contract or group of its related contracts with a client or customer for the sale of products or services that (including contracts A) requires annual payments in excess of $150,000 to provide advertising allowances be made by such client or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in customer to the world; Company or its Subsidiary or (xiiiB) any provided for payments to the Company or its Subsidiary by such client or customer in excess of $150,000 during the trailing twelve (12)-month period ending on the date of the Latest Balance Sheet, in each case of (A) and (B), other agreement material to HI not than purchase orders entered into in the ordinary course of business; (xii) any license, royalty or other agreement relating to the use of any third party Intellectual Property (other than licenses for commercially available software licensed for a one-time fee of, or that have annual fees of, $75,000 or less); (xiii) any license, royalty or other agreement relating to the use by any third party of Intellectual Property owned by the Company or its Subsidiary (other than non-exclusive licenses granted to customers in the ordinary course of business); (xiv) any contract which prohibits the Company or its Subsidiary from (1) freely engaging or competing in any business anywhere in the world or (2) soliciting for employment or hiring any Person (other than non-disclosure agreements entered into in the ordinary course of business); (xv) any contract requiring future capital expenditure obligations of the Company or its Subsidiary in excess of $150,000; (xvi) any contract with any independent contractor who provides services to the Company or its Subsidiary or the Business that provides for annualized compensation in excess of $100,000 individually or $250,000 in the aggregate; (xvii) any joint venture, partnership or other similar agreement or written arrangement involving co-investment or the sharing of revenues, profits, losses, costs or Liabilities between the Company or its Subsidiary or otherwise involves the Business, on the one hand, and a third party on the other hand; (xviii) any contract requiring the Company or its Subsidiary to pay royalties to a third party with respect to a product of the Business; (xix) any material warranty or guarantee with respect to a contractual performance that is an obligation of the Company or its Subsidiary or otherwise involves the Business, other than warranties or guarantees provided to its customers in the ordinary course of business; (xx) any contract requiring the Company or its Subsidiary to indemnify and hold harmless any Person, other than those entered into in the ordinary course of business; (xxi) any contract containing a requirement to deal exclusively with or grant exclusive rights or rights of first refusal to any customer, vendor, supplier, distributor, contractor or other party. (it being understood that, for purposes of this Section 4.09, all purchase orders or similar arrangements, as applicable, shall be deemed incorporated by reference with respect to any underlying master agreement, multi-year agreement or similar agreement). (bo) Except as specifically contemplated by this AgreementWith respect to each contract listed in Section 4.09 of the Disclosure Schedules (collectively, or disclosed on Schedule 5.11the “Significant Contracts”), (i) no each such Significant Contract is in full force and effect and is a valid and binding contract or commitment required agreement of the Company and its Subsidiary, as applicable, and, to be disclosed on Schedule 5.11 has been breached or canceled by the knowledge of the Company, enforceable against the other party since June 30parties thereto, 1999in accordance with its terms, in each case, subject to the General Enforceability Exceptions and (ii) HI has performed in all material respects all of neither the obligations required Company, its Subsidiary nor, to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11Company’s knowledge, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any other party to any contract specific on Schedule 5.11such Significant Contract is in breach or violation of, or default under, such Significant Contract and, to the knowledge of the Company, no event has occurred that with or without notice or lapse of time or both would constitute a breach or default (whether by lapse of time or notice or both), except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material to the Company or its Subsidiary (taken as a whole). (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 3.10(a) and except for agreements entered into by any Group Company after the attached Schedule 5.11date hereof in accordance with Section 5.01, HI no Group Company is not a party to or bound by, whether written or oralnor are any of the Assets subject to, any: : (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; (iii) agreement Contract or indenture relating to Indebtedness (including Indebtedness of the borrowing Group Companies or in respect of money which any Group Company is an obligee) or any letters of credit or similar instruments issued for the account of any Group Company or to mortgaging, pledging or otherwise placing a Lien on any portion of the assets of HI; the Group Companies; (iv) agreements with respects to the lending or investing of funds; (vii) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; guaranty; (vi) license or royalty agreements except those entered into in the ordinary course of business; (viiiii) lease or agreement Contract under which HI it is lessee oflessee, or holds or operates, operates any personal property or real property owned by any other party party, for which the annual rental exceeds $50,000; ; (viiiiv) lease or agreement Contract under which HI it is lessor of or permits any third party to hold or operate any property, personal property or real or personal, owned or controlled by it property for which the annual rental exceeds $50,000; ; (ixv) contract Contract or group of related contracts Contracts with any Specified Customer, Specified Vendor or Specified Reseller; (vi) Contract relating to any business acquisition, or material acquisition of the same capital stock or assets of another Person, completed or terminated by any Group Company within the last five (5) years or that is currently pending; (vii) license or royalty agreement relating to the use of any third party Intellectual Property that provides for annual payments by a Group Company in excess of $75,000 during the trailing twelve (12) month period ending on the date of the Latest Balance Sheet (other than (A) non-disclosure agreements entered into in the Ordinary Course of Business, (B) intercompany agreements between any Group Companies, and (C) agreements for commercially available software); (viii) that contains any revenue sharing or profit sharing provision; (ix) other than purchase and sale orders received by the Group Companies in the Ordinary Course of Business, any contractual obligation (or group of related contractual obligations) for the purchase or sale of inventory, raw materials, commodities, supplies, products goods, products, equipment or other personal property property, in each case, with any Specified Customer or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per yearSpecified Vendor; or (x) contract relating to Contract that (A) restricts the distributionCompany or a Subsidiary from engaging in any line of business, developing, marketing or sales of its distributing products or services or obligates the Company or a Subsidiary not to compete with another Person or in any geographic area or during any period of time or that would otherwise limit the freedom of Parent or its Affiliates (including contracts to provide advertising allowances or promotional servicesthe Surviving Company) involving more than $50,000 per year; (xi) franchise agreementsfrom engaging in any line of business after the Effective Time, (xiiB) contract which prohibits it from freely engaging in business anywhere contains exclusivity obligations or restrictions binding on the Company or any of the Subsidiaries or that would be binding on Parent or any of its Affiliates (including the Surviving Company) after the Effective Time, (C) contains any “most favored nation” provision or grants to any Person a right of first refusal, a right of first refusal, right of first offer or an option to purchase, acquire, sell or dispose of any Assets (other than inventory in the world; Ordinary Course of Business) or (xiiiD) prohibits the Company or any of the Subsidiaries from hiring or soliciting for hire any group of employees or customers other agreement material than, with respect to HI not any Contract that prohibits the Company or any of the Subsidiaries from hiring or soliciting for hire any group of employees, as may be entered into in the ordinary course Ordinary Course of businessBusiness between any such Group Company and any vendor, independent contractor or placement agency to the applicable Group Company (which such prohibition applies to the Group Companies only, and not Affiliates of the Group Companies); (xi) collective bargaining agreement with respect to its employees; (xii) Contract relating to any interest rate, foreign exchange, derivatives or hedging transaction; (xiii) Contract that contains any indemnification rights or obligations, or credit support relating to such indemnification rights or obligations, other than any of such indemnification rights or obligations incurred in the Ordinary Course of Business; (xiv) Contract with any U.S federal Governmental Entity; (xv) Contract pursuant to which the Company or any of the Subsidiaries has an obligation to make an investment in or loan to any other Person; (xvi) partnership, joint venture, limited liability company or other similar agreements or arrangements (including any agreement providing for joint research, development or marketing); and (xvii) settlement agreements entered into within the past three (3) years (other than transition agreements with employees of any the Group Companies entered into the Ordinary Course of Business). (b) Except as specifically contemplated by this AgreementThe Parent either has been supplied with, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30given access to, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which Contracts that are referred to on Schedule 5.11 which have been requested by Investors3.10(a) (collectively, together with all amendmentsthe “Material Contracts”). Each Material Contract is in full force and effect and is a valid and binding obligation of, waivers or and enforceable against, the Group Company that is a party thereto and, to the knowledge of the Company, is a valid and binding obligation of, and enforceable against, each other changes party thereto. (c) No Group Company has in any material respect, violated or breached, or committed any default under (or is alleged to be in default or breach in any material respect under), any Material Contract. To the knowledge of the Company, no other Person has, in any material respect violated or breached, or committed any default under (or is alleged to be in default or breach in any material respect under), any Material Contract. No event or circumstance has occurred and is continuing through any Group Company’s actions or inactions that would result in a material violation or breach of any of the provisions of any Material Contract.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set Schedule 2.11(a) sets forth on a list of the attached Schedule 5.11, HI is not a party to or bound byfollowing agreements, whether written oral or oralwritten, anyto which GETS, GETS Affiliates or their respective Predecessors are a party, which are currently in effect, and which relate to GETS, GETS Affiliates or any of their respective businesses: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract contracts for the employment of any officerPerson that will be binding on GETS after the Initial Closing Date or relating to severance pay for any Person; (ii) confidentiality agreements, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; (iii) agreement contracts, agreements or indenture understandings relating to an ownership interest in GETS or the election of officers and/or a manager of GETS that will be binding on GETS after the Initial Closing Date; (iv) agreements or indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of the assets of HI; (iv) agreements with respects to the lending or investing of fundsGETS; (v) guaranty agreements of indemnification or guaranties of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license leases or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI GETS or any GETS Affiliate is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000; (vii) leases or agreements 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; (viii) lease contracts or agreement groups of related contracts with the same party for the purchase of products or services under which HI the undelivered balance of such products or services is lessor in excess of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,00050,000 per annum; (ix) contract contracts or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (x) contracts or groups of related contracts with the same party (other than any contracts or groups of related contracts for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance services) continuing over a period of more than one year six months from the date or dates thereof, not terminable by GETS or any GETS Affiliate on 30 days' or less notice without penalty and involves a sum involving more than $50,000; (xi) any agreements containing covenants to limit GETS's freedom to compete in any line of business in any geographic area; (xii) any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreements for the distribution of GETS's products or services; (xiii) contracts or commitments for capital expenditures in excess of $50,000 per year50,000; (xxiv) contract any fidelity or surety bond or completion bond; (xv) any agreements, contracts or commitments outside the ordinary course of business relating to the disposition or acquisition of assets that are material to GETS or GETS Affiliates taken as a whole or any interest in any material business enterprise; (xvi) any purchase orders or contracts for the purchase of materials or services involving in excess of $50,000; (xvii) any distribution, joint marketing or sales development agreements involving in excess of its products $50,000; (xviii) any other agreements, contracts or services (including contracts to provide advertising allowances or promotional services) commitments involving more than $50,000 per year50,000; (xixix) franchise any agreement relating to any joint venture or strategic alliance to which GETS or GETS Affiliates or their respective properties are subject; (xx) any agreement, including without limitation any facilities leasing or sharing or employee leasing or sharing agreements, with any GETS Affiliate, including the Members, (xiixxi) contract which prohibits it from freely engaging in business anywhere in the world; settlement agreements, or (xiiixxii) any other agreement which is either material to HI GETS's business or was not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed set forth on Schedule 5.112.11(b), GETS and GETS Affiliates and their respective Predecessors (ias to any obligation the performance of which is binding on GETS) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has have performed in all material respects all of the obligations required to be performed by HI them in connection with the contracts or commitments required to be disclosed set forth on the Schedule 5.112.11(a). Except as set forth on Schedule 2.11(b), and neither GETS nor any GETS Affiliate is not in receipt of any written claim of default or failure to perform under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI such schedule. Neither GETS nor any GETS Affiliate has no any present expectation or intention of not fully performing any obligation pursuant to any contract or commitment required to be disclosed on Schedule 2.11(a). GETS and the Members have no knowledge of any breach or anticipated breach by any other party to any contract or commitment required to be disclosed on Schedule 2.11(a) (c) Except as set forth on Schedule 5.112.11(c), and (iv) HI has no knowledge of any material breach or anticipated material breach by any party notices are required to be delivered to any Person under any contract specific on or commitment required to be disclosed under Schedule 5.112.11 (a) in connection with the execution, delivery and performance of this Agreement and the completion of the transactions contemplated by this Agreement. (cd) HI Except as set forth on Schedule 2.11(d), there are no contracts or commitments that contain provisions requiring termination in the event of a change of control or change in ownership of GETS or GETS Affiliates and/or in the event of a change in the Members or officers of GETS. (e) GETS has provided the Investor with specifically identified and made available to Pegasus a true and correct copy of all each written contracts which are referred to contract or commitment, and a description of each oral contract or commitment, set forth on Schedule 5.11 which have been requested by Investors2.11(e), together with all amendments, supplements, modifications, waivers or other changes thereto. (f) Except as set forth on Schedule 2.11(f), GETS and GETS Affiliates have no business contracts with any Governmental Entity, including any prime contractor of any Governmental Entity and any higher level subcontractor of a prime contractor of any Governmental Entity, and including any employees or agents thereof.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except (x) as set forth on the attached Schedule 5.11Contracts Schedule, HI (y) for Government Contracts and Government Bids, which are the subject of Section 5.16, and (z) for agreements entered into by the Company or its Subsidiaries after the date hereof not in violation of Section 7.01, neither the Company nor its Subsidiaries is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informalagreement; (ii) written bonus, pension, employee profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iii) equity purchase, option or similar plan; (iv) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreementsproviding for base salary compensation in excess of $300,000 per annum; (iiiv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien Lien, except for Permitted Liens, on any material portion of the assets of HIthe Company and its Subsidiaries; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of businessmaterial guaranty; (vii) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,0001,000,000; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,0001,000,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls provided for performance over a period of more than one year and involves a sum payments by the Company or its Subsidiaries in excess of $50,000 per year5,000,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet; (x) agreements relating to any completed material business acquisition by the Company or its Subsidiaries within the last two (2) years; (xi) material license or royalty agreement under which (A) the Company or any of its Subsidiaries is granted a license to the Intellectual Property of any Person (other than licenses for commercially available, off-the-shelf software), but only to the extent such license is material to the business of the Company and its Subsidiaries, or (B) under which the Company or any of its Subsidiaries has granted to any Person any right or interest in any material Company Intellectual Property (other than any non-exclusive licenses granted by the Company or any of its Subsidiaries in the Ordinary Course of Business); provided, however, that the foregoing (A) and (B) shall not be deemed to require disclosure of any agreement for which the license is not the primary purpose of such agreement or any agreements for which fees or payments do not exceed $1,000,000 during the trailing twelve month period ending on the date of the Latest Balance Sheet; (xii) contract or agreement with any Affiliate; (xiii) agreement that contains covenants materially limiting the freedom of the Company or any Subsidiary to compete in any business, industry or geographic area or which contains pricing protection or “most favored nation” provisions (other than Teaming Agreements); (xiv) material contract with minimum purchase commitments; (xv) distribution, dealership or franchise agreement (excluding purchase orders issued or received in the Ordinary Course of Business) relating to the distribution, distribution or marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiiixvi) settlement, conciliation or similar agreement with any other agreement material Governmental Entity or pursuant to HI not entered into which the Company will be required after the execution date of this Agreement to pay consideration in the ordinary course excess of business$500,000. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11the Contracts Schedule, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy copies of all written contracts which are referred to on the Contracts Schedule 5.11 which have been requested by Investorsmade available to the Purchaser and Merger Sub, in each case together with all amendmentsamendments thereto. The Contracts Schedule contains an accurate and complete description of all material terms of all oral contracts referred to therein. (c) Neither the Company nor its Subsidiaries is in default in any material respect under any contract listed on the Contracts Schedule, waivers and each such contract is valid, binding, enforceable and in full force and effect with respect to the Company, and, to the knowledge of the Company, with respect to any other party to such contract, in each case, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. To the Company’s knowledge, no event has occurred that with the passage of time or the giving of notice or both would result in a material default or breach by the Company or any of its Subsidiaries or any other changes theretoparty under any such contract, agreement, settlement or instrument required to be listed on the Contracts Schedule. Except as set forth on the Contracts Schedule, with respect to each contract, agreement or instrument required to be set forth on the Contracts Schedule, to the Company’s knowledge, there is not any ongoing material breach by any other party to such contract, agreement or instrument.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement Section 4.8(a) of the Disclosure Schedules sets forth a true and except as set forth on complete list of the attached Schedule 5.11, HI following Contracts to which the Company is not a party to or bound by, whether written or oral, any: party: (i) any collective bargaining bargaining, works council, shop, enterprise or recognition agreement or contract other Contract with any labor union, whether formal or informal; Union; (ii) contract for any employment agreement with any employee of the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; Company; (iii) agreement or indenture any Contract relating to (A) Indebtedness, (B) the borrowing PPP Loan or (C) the mortgaging, pledging or otherwise placing of money or to placing a Lien an Encumbrance (other than Permitted Encumbrances) on any of the assets of HI; Company’s assets; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI it is the lessee of, or holds or operates, operates any personal property owned by any other party for which annual rental exceeds $50,000; (viii) party, or lease or agreement under which HI it is the lessor of or permits any third party to hold or operate any Company property, real or personal; (v) any Contract, owned or controlled by it for which annual rental exceeds $50,000; other than purchase orders entered into in the Ordinary Course of Business, (ixA) contract or group of related contracts with the same party twenty-five (25) customers and twenty-five (25) suppliers/vendors of the Company that have purchased from or sold to, as applicable, the Company the most products or services (based upon consideration received/paid by the Company) since the Look-Back Date, (B) for the purchase or sale of raw materials, commodities, supplies, products merchandise, equipment, parts or other personal property or for the furnishing services with other customers or receipt of services which either calls for performance over a period of more than one year and involves a sum suppliers requiring aggregate future payments in excess of $50,000 per year; 10,000, or (C) any guaranty of any obligation described in clauses (A) and (B); (vi) any Contract for capital expenditures or the acquisition or construction of fixed assets for the benefit and use of the Company, the performance of which involves unpaid commitments or liabilities in excess of $10,000; (vii) any Contract (A) for the acquisition (by merger or otherwise) of any business or securities of another Person or all or substantially all of the of the assets of another Person or (B) for the disposition of the assets or of any business enterprise of the Company other than dispositions of inventory and products of the Company in the Ordinary Course of Business, in each case that is the source of any surviving rights, obligations or other provisions; (viii) any license, sublicense, consent to use agreement, settlement, coexistence agreement, covenants not to ▇▇▇, permission or other Contract pursuant to which the Company grants rights to any third party or receives a grant of rights from any third party to use any Intellectual Property material to the operation of the business of the Company, other than agreements relating to off-the-shelf commercially available software available for an annual or one time license fee of less than $10,000 in the aggregate; (ix) any Contract that requires the Company to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; (x) contract relating to the distributionany broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; Contract; (xi) franchise agreements, any Contract with any Governmental Authority; (xii) contract which prohibits it from freely engaging any Contract that limits the ability of the Company to compete in any line of business anywhere or with any Person or in the world; any geographic area or during any period of time; (xiii) any Contract that provides for any joint venture, partnership or similar arrangement by the Company; and (xiv) any other agreement material Contract involving aggregate consideration in excess of $10,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice. Each Contract of the type described in clauses (i) through (xiv) above (and each Real Property Lease required to HI not entered into be listed in Section 4.11(a) of the ordinary course of businessDisclosure Schedules) is referred to herein as a “Material Contract”. (b) Except as specifically contemplated by this Agreement, The Company has made available to Parent a true and complete copy (including all amendments or disclosed on Schedule 5.11, modifications thereto) of each Material Contract (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by other than purchase orders entered into in the other party since June 30, 1999, (ii) HI has performed in all material respects all Ordinary Course of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11Business). (c) HI With respect to each Material Contract, neither the Company nor, to the Knowledge of the Company, any other party thereto is (with or without the lapse of time or the giving of notice, or both) in material breach or default under such Material Contract, or has provided or received any notice of any written intention (or to the Investor Company’s Knowledge, verbal notice) to terminate such Material Contract. (d) Except as set forth on Section 4.8(d) of the Disclosure Schedules, the execution, delivery and performance of this Agreement and the Company Documents by the Company and the consummation of the transactions contemplated hereby or thereby do not and will not conflict with or result in any material breach of, constitute a true and correct copy material default or an event that, with or without notice or lapse of all written contracts time or both, would constitute a material default under, or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any, or require any consent, notice or other material action by any Person under, the provisions of any Material Contract. No event has occurred, is pending or, to the Company’s Knowledge, threatened in writing, which are referred after the giving of notice, lapse of time or otherwise would constitute a material breach or default by the Company under any Material Contract or, to on Schedule 5.11 which have been requested by Investorsthe Company’s Knowledge, together with all amendments, waivers any other party to any Material Contract or would result in a termination thereof or cause or permit the acceleration or other changes of any material right or obligation or the loss of any material benefit thereunder. (e) Each Material Contract is in full force and effect and constitutes a legal, valid and binding obligation of the Company, and, to the Company’s Knowledge, constitutes a valid and binding obligation of the other parties thereto, in each case, except as such enforceability may be limited by the Equitable Exceptions.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 3.7 lists the attached Schedule 5.11following agreements, HI is not a party to or bound byif any, whether written oral or oralwritten, anyto which ZIOPHARM is a party, which are currently in effect, and which relate to the operation of ZIOPHARM’s business: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iiiv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or group of employees or other person Person on a full-time, part-time or consulting basis or relating to severance pay for any severance agreementssuch Person; (iiivi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of ZIOPHARM Stock or the election of directors of ZIOPHARM; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of the assets of HIZIOPHARM; (iv) agreements with respects to the lending or investing of funds; (vix) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (viix) lease or agreement under which HI ZIOPHARM is lessee of, or holds or operatesoperates any property, any personal property real or personal, owned by any other party party, for which the annual rental exceeds $50,00010,000; (viiixi) lease or agreement under which HI ZIOPHARM is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,00010,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it ZIOPHARM from freely engaging in business anywhere in the world; or (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by ZIOPHARM in connection with the intellectual property rights listed in Schedule 3.20(b); (xiv) contract or commitment for capital expenditures in excess of $10,000; (xv) agreement for the sale of any capital asset; or (xvi) other agreement which is either material to HI ZIOPHARM’s business or was not entered into in the ordinary course of business. (b) Except as specifically contemplated by this AgreementTo ZIOPHARM’s knowledge, or disclosed on Schedule 5.11ZIOPHARM has performed, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of respects, the obligations required to be performed by HI it in connection with the contracts or commitments required to be disclosed on the in Schedule 5.11, 3.7 and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI under such caption; ZIOPHARM has no present expectation or intention of not fully performing any material obligation pursuant to any contract set forth on Schedule 5.11, or commitment required to be disclosed under such caption; and (iv) HI ZIOPHARM has no knowledge of any material breach or anticipated material breach by any other party to any contract specific on Schedule 5.11or commitment required to be disclosed under such caption. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically filed as an exhibit to Seller’s SEC Reports, and except as contemplated by this Agreement and except as set forth Agreement, neither Seller, nor the Seller Subsidiaries, nor the entities listed on the attached Schedule 5.11, HI 3.1(b) is not a party to or bound byby any oral or written contract, whether written obligation or oral, any: commitment of any type in any of the following categories: (i) collective bargaining agreement agreements or contract arrangements that contain severance pay, understandings with any labor unionrespect to tax arrangements, whether formal understandings with respect to expatriate benefits, or informal; post-employment liabilities or obligations; (ii) contract for agreements or plans under which benefits will be increased or accelerated by the employment occurrence of any officerof the transactions contemplated by this Agreement, individual employee or group under which the value of employees or other person the benefits will be calculated on a full-time, part-time or consulting the basis or of any severance agreements; of the transactions contemplated by this Agreement; (iii) agreement agreements, contracts or indenture commitments currently in force relating to the borrowing disposition or acquisition of money or to placing a Lien on any of the assets of HI; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; , or relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise; (iv) agreements, contracts or commitments for the purchase of materials, supplies or equipment, under which the aggregate payments for the past 12 months exceeded $100,000, which are with sole or single source suppliers; (v) guarantees or other agreements, contracts or commitments under which Seller or any of the Seller Subsidiaries is absolutely or contingently liable for (A) the performance of any other person, firm or corporation (other than Seller or the Seller Subsidiaries), or (B) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation (other than Seller or the Seller Subsidiaries); (vi) powers of attorney authorizing the incurrence of a material obligation on the part of Seller or the Seller Subsidiaries; (vii) lease agreements, contracts or agreement under commitments which HI is lessee oflimit or restrict (A) where Seller or any of the Seller Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which they may engage, or holds (C) any acquisition of assets or operates, stock (tangible or intangible) by Seller or any personal property owned by any other party for which annual rental exceeds $50,000; of the Seller Subsidiaries; (viii) lease agreements, contracts or agreement commitments, under which HI is lessor the aggregate payments or receipts for the past 12 months exceeded $100,000, containing any agreement with respect to a change of control of Seller or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; of the Seller Subsidiaries; (ix) contract agreements, contracts or group of related contracts with the same party commitments for the purchase borrowing or sale lending of raw materialsmoney, commodities, supplies, products or other personal property the availability of credit (except credit extended by Seller or for any of the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating Seller Subsidiaries to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not entered into customers in the ordinary course of businessbusiness and consistent with past practice); (x) any hedging, option, derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency; or (xi) any agreement, contract or commitment otherwise required to be filed as an exhibit to a periodic report under the Exchange Act, as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Each contract, agreement or commitment of the type described in this Section 3.15 is referred to herein as a “Seller Contract.” (b) Except as specifically contemplated by this AgreementNeither Seller nor any of the Seller Subsidiaries, nor to the knowledge of Seller any other party to a Seller Contract, has breached, violated or defaulted under, or disclosed on Schedule 5.11received notice that it has breached, violated or defaulted under, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30nor does there exist any condition under which, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts passage of time or commitments required the giving of notice or both, could reasonably be expected to cause such a breach, violation or default under), any Seller Contract, other than any breaches, violations or defaults which have not had, or could not reasonably be disclosed on expected to have, individually or in the Schedule 5.11aggregate, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11a Seller Material Adverse Effect. (c) HI Each Seller Contract is a valid, binding and enforceable obligation of Seller and to the knowledge of Seller, of the other party or parties thereto, in accordance with its terms, and in full force and effect, except where the failure to be valid, binding, enforceable and in full force and effect has provided not had, or could not reasonably be expected to have, individually or in the Investor with aggregate, a true Seller Material Adverse Effect and correct to the extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights governing or by general principles of equity. (d) An accurate and complete copy of all written contracts which are referred each Seller Contract has been made available (including via E▇▇▇▇) to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes theretoBuyer.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except with regard to any Contracts or other agreements set forth on the Franchise Schedule or as set forth on the attached Schedule 5.11Contracts Schedule, HI neither the Company nor any of its Subsidiaries is not a party to any of the following contracts, other agreements or bound by, whether written or oral, anyarrangements: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 5.11 or the Disclosure Schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreementsproviding for base compensation in excess of $150,000 per annum; (iiiv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of HIthe Company or any of its Subsidiaries; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of businessmaterial guaranty; (vii) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or services, other personal property or for than purchase orders entered into in the furnishing or receipt ordinary course of business, under which the undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year250,000 which cannot be cancelled by the Company or any of its Subsidiaries without penalty or without more than 90 days’ notice; (x) contract relating to or group of related contracts with the distributionsame party for the sale of products or services, marketing or sales other than purchase orders entered into in the ordinary course of its business, under which the undelivered balance of such products or services (including contracts to provide advertising allowances has a sales price in excess of $250,000 which cannot be cancelled by the Company or promotional services) involving any of its Subsidiaries without penalty or without more than $50,000 per year90 days’ notice; (xi) franchise agreements, (xii) contract which materially prohibits it the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xii) contracts relating to the licensing of 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 (other than (A) contracts for generally commercially available off-the-shelf software and (B) the Franchise Documents), in each case involving consideration in excess of $150,000 per annum; and (xiii) all agreements between or among the Company or any Subsidiary, on the one hand, and Seller or any of its Affiliates (other agreement material to HI not entered into in than the ordinary course of businessCompany or any Subsidiary), on the other hand. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all Each of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed listed on the Contracts Schedule 5.11is in full force and effect, and neither the Company nor any of its Subsidiaries (as applicable) is not in receipt of any claim of material default under any contract or commitment required to be disclosed listed on the Schedule 5.11Contracts Schedule, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant and, to any contract set forth on Schedule 5.11, and (iv) HI has no the knowledge of any material breach or anticipated material breach by any Seller, the other party to any contract specific each of the contracts listed on the Contracts Schedule 5.11in not in material default thereunder. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on SCHEDULE 3.7 hereto lists the attached Schedule 5.11, HI is not a party to or bound byfollowing agreements, whether written oral or oralwritten, anyto which Cougar is a party, which are currently in effect, and which relate to the operation of Cougar's business: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iiiv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or relating to severance pay for any severance agreementssuch person; (iiivi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Cougar Common Stock or the election of directors of Cougar, other than the Voting Agreement; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any of the assets of HICougar; (iv) agreements with respects to the lending or investing of funds; (vix) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (viix) lease or agreement under which HI Cougar is lessee of, or holds or operatesoperates any property, any personal property real or personal, owned by any other party party, for which the annual rental exceeds $50,00010,000; (viiixi) lease or agreement under which HI Cougar is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,00010,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it Cougar from freely engaging in business anywhere in the world; or (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Cougar in connection with the intellectual property rights listed in SCHEDULE 3.20(B) hereto; (xiv) contract or commitment for capital expenditures in excess of $10,000; (xv) agreement for the sale of any capital asset; (xvi) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Cougar of Intellectual Property of others or by others of Intellectual Property of Cougar; or (xvii) other agreement which is either material to HI Cougar's business or was not entered into in the ordinary course of business. (b) Except as specifically contemplated by this AgreementTo Cougar's Knowledge, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI Cougar has performed in all material respects all of the obligations required to be performed by HI it in connection with the contracts contracts, understandings, arrangements or commitments required to be disclosed on the Schedule 5.11, in SCHEDULE 3.7 hereto and is not in receipt of any claim of default under any contract contract, understanding, arrangement or commitment required to be disclosed on the Schedule 5.11, (iii) HI under such caption; Cougar has no present expectation or intention of not fully performing any material obligation pursuant to any contract set forth on Schedule 5.11contract, understanding, arrangement or commitment required to be disclosed under such caption; and (iv) HI Cougar has no knowledge Knowledge of any material breach or anticipated material breach by any other party to any contract specific on Schedule 5.11contract, understanding, arrangement or commitment required to be disclosed under such caption. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in Section 4.9(a) of the attached Schedule 5.11Company Disclosure Schedule, HI neither the Company nor any of its Subsidiaries is not a party to or bound by, whether written or oral, anyany currently effective: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment or engagement of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreementsproviding for base compensation in excess of $100,000 per annum; (iii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of HIthe Company and its Subsidiaries; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collectionmaterial guaranty; (vi) license or royalty agreements except those entered into in the ordinary course of business; (viiv) lease or agreement under which HI it is a lessee of, or holds or operates, operates any real or personal property owned by any other party party, for which the annual rental exceeds $50,000100,000; (viiivi) lease contract or agreement under which HI it is a lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (ixvii) contract (or group of related contracts with respect to a single transaction or series of related transactions) with any customer of the same party for the purchase Company or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum its Subsidiaries that generated recurring revenue in excess of $50,000 per year500,000 in the 12-month period ended September 30, 2013 (each such customer, a “Significant Customer”; (xviii) contract relating to involving the distribution, marketing payment or sales receipt of its products royalties or services (including contracts to provide advertising allowances or promotional services) involving other amounts of more than $50,000 per year500,000, in the aggregate, calculated based on the revenues or income of the Company or its Subsidiaries or income or revenues related to any product of the Company or its Subsidiaries. Section 4.9(a) of the Company Disclosure Schedule lists the currently effective Contracts between the Company or its Subsidiaries and the top five (a) distributors, by revenue, and (b) suppliers, by turnover, of the Company and its Subsidiaries for the 12-month period ended September 30, 2013. (b) The Company has heretofore delivered to, or made available to, the Purchaser Entities current and complete copies of (i) the Contracts listed (or required to be listed) in Section 4.9(a) of the Company Disclosure Schedule, or a written description thereof in the case of oral Contracts and (ii) each currently effective (A) joint venture, partnership and other similar Contract involving the sharing of profits of the Company or any of its Subsidiaries with any third party; (xiB) franchise agreementsContract that limits the freedom of the Company or any of its Subsidiaries (or, after the Closing, Parent or its Subsidiaries) to compete in any line of business or within any geographic area or with any Person, or otherwise materially restricts the Company’s or any of its Subsidiaries’ (xiior, after the Closing, Parent or its Subsidiaries’) contract which prohibits it ability to solicit or hire any Person or solicit business from freely engaging in business anywhere in the world; or (xiii) any other agreement Person except for confidentiality agreements and non-material to HI not contracts entered into in the ordinary course of business. ; (bC) Except Contract that could require the disposition of any material assets or line of business of the Company or its Subsidiaries (or, after the Closing, Parent or its Subsidiaries), other than Contracts for the sale of inventory entered into in the ordinary course of business; (D) Contract with current or former officers, directors or employees of the Company or any of its Subsidiaries, in each case that provides for any unsatisfied obligation to pay compensation; (E) Contract 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 specifically contemplated by this Agreementapplicable, any equity interests in any Person; (F) Contract to which the Company or any of its Subsidiaries is a party, or disclosed on Schedule 5.11by which any of them are bound, the ultimate contracting party of which is a Governmental Authority (including any subcontract with a prime contractor or other subcontractor who is a party to any such contract), other than purchase orders with hospitals involving the sale of product not in excess of $300,000 in the aggregate; (G) material Contract granting any third party the exclusive right to develop, market, sell or distribute the Company’s or any of its Subsidiaries’ products or services; (H) Contract containing commitments for material product development and with payment obligations by the Company in excess of $250,000; (I) Contract with any Affiliate; (J) Contract providing for indemnification by the Company or any of its Subsidiaries of any Person, except for non-material contracts entered into in the ordinary course of business; (K) Contract set forth in Section 4.12(c) or Section 4.12(d) of the Company Disclosure Schedule; and (L) Contract under which the consequences of a default or termination would reasonably be likely to have a Company Material Adverse Effect, or a written description thereof in the case of oral Contracts (the Contracts described in clauses (i) no contract and (ii), the “Material Contracts”). Except as set forth in Section 4.9(b) of the Company Disclosure Schedule, and except as would not, individually or commitment required in the aggregate, reasonably be expected to be disclosed on Schedule 5.11 has been breached or canceled by have a Company Material Adverse Effect, each of the Material Contracts is in full force and effect (other than such Contracts that expire in accordance with their terms after the date of this Agreement) and neither the Company, nor any of its Subsidiaries, is in material default under any Material Contracts and, to the Knowledge of the Company, the other party since June 30, 1999, (ii) HI has performed in all material respects all to each of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and such Material Contracts is not in receipt material default thereunder and, to the Knowledge of the Company, no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a material default thereunder by the Company or any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11its Subsidiaries. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 2.11(a) or Schedule 2.14(a), none of the attached Schedule 5.11Companies is party, HI is not a party or subject, to or bound by, whether written or oral, any: : (i) collective bargaining agreement relating to any completed or contract with any labor unionpending business acquisition or divestiture since January 1, whether formal or informal; 2015; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock option or similar plan; (iv) contract (I) for the employment of any officer, individual employee or group other Person, (II) providing for the payment of employees any cash or other person on a full-timecompensation or benefits upon the consummation of the transactions contemplated hereby, part-time or consulting basis (III) that provides severance or other benefits for any severance agreements; Person; (iiiv) agreement under which any of the Companies created, incurred or indenture relating to the borrowing of money assumed any Indebtedness (including any conditional sales agreement, sale-leaseback or to capitalized lease) or mortgaging, pledging or otherwise granting or placing a Lien on any portion of any of the assets Companies’ assets, other than as identified in Schedule 2.20; (vi) any contract involving unpaid amounts in excess of HI; $25,000 with a “change in control” clause; (iv) agreements with respects to the lending or investing of funds; (vvii) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; Indebtedness; (viii) lease or agreement under which HI it is lessee of or holds or operates any personal property owned by any other Person, for which the annual rental exceeds $25,000; (ix) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; 25,000; (ixx) contract or group of related contracts with the same party for the purchase or sale by any of raw materials, commodities, supplies, the Companies of products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum purchase price in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere 25,000 in the world; or aggregate (xiii) any other agreement material to HI not than purchase orders and transportation contracts entered into in the ordinary course of business); (xi) contract or group of related contracts with the same party for the sale by any of the Companies of products or services under which the undelivered balance of such products or services has a sales price in excess of $25,000 in the aggregate (other than sales orders and transportation contracts entered into in the ordinary course of business); (xii) any other contract, lease or agreement that cannot be canceled by a Company without penalty or further payment or obligation and without more than thirty (30) days’ notice and with remaining fixed payments in excess of $25,000 under any such contract; (xiii) agreement containing covenants that in any way purport to restrict the right of any Company to engage in its current line of business, engage in any line of business, compete with any Person or solicit customers; (xiv) hedging arrangement or forward, swap, derivatives or futures contract; (xv) fuel purchasing contract; (xvi) joint venture, partnership, franchise, joint marketing agreement or any other similar contract or agreement (including sharing of profits, losses, costs or liabilities by any Company with any other Person); (xvii) material licensing agreement or other material contract or agreement with respect to Intellectual Property, including material contracts or agreements with current or former employees, consultants or contractors regarding the appropriation or non-disclosure of any Intellectual Property; (xviii) agreement under which any Company has made loans or advances to any other Person, and such advances or loans remain outstanding in an amount of greater than $10,000, except advancement of reimbursable ordinary and necessary business expenses made to directors, officers, employees and Independent Contractors (including but not limited to advances to Independent Contractors for vehicle repairs) of any Company in the ordinary course of business; (xix) written contract or agreement with any consultant or employee or any current or former officer, director, equityholder or Affiliate of any Company (true, correct and complete copies of which have been made available to Buyer); (xx) settlement, conciliation or similar agreement, the performance of which will involve payment after the date of this Agreement of consideration in excess of $25,000 or governmental monitoring, consent decree or reporting responsibilities; (xxi) any contract or agreement, not otherwise covered by the foregoing, that is otherwise material to the Companies, taken as a whole; or (xxii) any amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Except as specifically contemplated by this AgreementThe Companies have made available to Buyer a true, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all correct and complete copy of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract each written agreement set forth on Schedule 5.112.11(a) or Schedule 2.14(a), including all modifications and amendments thereto. With respect to each agreement set forth on Schedule 2.11(a) or Schedule 2.14(a), such agreement: (i) is valid, binding and in full force and effect in all material respects; (ii) will remain unmodified and in full force and effect immediately after the Closing without any right on the part of any counterparty, including with the passage of time or notice, or both, to terminate, modify or impose any penalty as a result of the transactions contemplated hereby; (iii) is and will remain, including with the passage of time or notice, or both, immediately after the Closing enforceable by the applicable Company in accordance with its respective terms; and (iv) HI has no knowledge none of the Companies, nor, to Sellers’ Knowledge, any other party, is in material breach or anticipated material breach by default under such agreement. No Company has received any written notice (or to Sellers’ Knowledge, any other notice) of the intention of any party to terminate any contract specific agreement listed on Schedule 5.112.11(a). There are no oral agreements with respect to the subject matter of Schedule 2.11(a) or Schedule 2.14(a) that, individually or in the aggregate, are material to the Company. (c) HI has provided Schedule 2.11(c) sets forth a list of the Investor transportation contracts with a true the Companies’ ten (10) largest customers (by consolidated revenue) for the first eight (8) months of 2018, true, correct and correct copy complete copies of which, including all written contracts which are referred to on Schedule 5.11 which modifications and amendments thereto, have been requested made available to Buyer (collectively, “Customer Contracts”). None of the Companies, nor, to Sellers’ Knowledge, any other party, is in material breach or default under such contract. Other than customary notice to the applicable Company that such Company must bid to continue to provide services to a customer as part of the customer’s normal bid cycles, no Company has received written notice (or, to Sellers’ Knowledge, any other notice) from any customer that such customer intends to terminate, substantially modify, fail to renew or reduce volumes substantially under, any such Customer Contract. (d) Schedule 2.11(d) sets forth a list of the contracts with the Companies’ ten (10) largest vendors or suppliers (by Investorsconsolidated expenses) for the first eight (8) months of 2018, together with true, correct and complete copies of which, including all amendmentsmodifications and amendments thereto, waivers have been made available to Buyer (collectively, “Vendor Contracts”). None of the Companies, nor, to Sellers’ Knowledge, any other party, is in material breach or default under such contract. No Company has received written notice (or, to Sellers’ Knowledge, any other changes theretonotice) from any vendor that such vendor intends to terminate, substantially modify, fail to renew or reduce volumes substantially under any such Vendor Contract.

Contracts and Commitments. (ai) Except as specifically expressly contemplated by this Agreement and except or as set forth on the attached Contracts Schedule 5.116P, HI the Company is not a party to or bound by, whether by any written or oral: (a) pension, any: 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; (ib) collective bargaining agreement or any other contract with any labor union, whether formal or informal; severance agreements, programs, policies or arrangements; (iic) management agreement or contract for the employment of any officer, individual employee or group of employees or other person Person on a full-time, part-time time, consulting or consulting other basis (i) providing annual cash or other compensation in excess of $10,000, (ii) providing for the payment of any severance agreements; cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or (iii) otherwise restricting its ability to terminate the employment of any employee at anytime for any lawful reason or for no reason without penalty or liability; (d) contract or agreement involving any Governmental Entity; (e) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the assets Company or any letter of HI; credit arrangements; (ivf) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwiseGuarantee, other than endorsements made for collection; (vi) license or royalty agreements except those entered into collection in the ordinary course of business; business consistent with past custom and practice; (viig) lease or agreement under which HI the Company is (i) lessee of, of or holds or operates, operates any personal property property, owned by any other party party, except for any lease of personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 10,000 or (viiiii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; the Company; (ixh) 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 products, equipment or other personal property or for services under which the furnishing undelivered balance since December 31, 1998 of such products and services has a selling price in excess of $10,000; (i) other contract or receipt group of services which either calls for performance related contracts with the same party or group of affiliated parties continuing over a period of more than one year six months from the date or dates thereof, not terminable by the Company upon 30 days' or less notice without penalty or involving more than $10,000; (j) contract relating to the marketing, sale, advertising or promotion of its products; (k) agreements relating to the ownership of, investments in or loans and advances to any Person, including investments in joint ventures and minority equity investments; (l) license, royalty, indemnification or other agreement with respect to any intangible property (including any Intellectual Property Rights); (m) broker, agent, sales representative, sales or distribution agreement; (n) power of attorney or other similar agreement or grant of agency; (o) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, including any nondisclosure or confidentiality agreements; or (p) other agreement which involves a sum consideration in excess of $50,000 per year; (x) contract relating to the distributionannually, marketing whether or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not entered into in the ordinary course of businessbusiness consistent with past custom and practice. (bii) Except as specifically contemplated by this AgreementAll of the contracts, agreements and instruments set forth or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed set forth on the attached Contracts Schedule 5.11 has been breached 6P (the "Material Contracts") are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (x) applicable insolvency, bankruptcy, reorganization, moratorium or canceled by other similar laws affecting creditors' rights generally and (y) applicable equitable principles (whether considered in a proceeding at law or in equity). Each of the other party since June 30, 1999, (ii) HI Material Contracts shall be in full force and effect without penalty in accordance with its terms upon consummation of the transactions contemplated hereby. The Company has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract Material Contract; no event has occurred which with the passage of time or commitment required to be disclosed on the Schedule 5.11giving of notice or both would result in a default, (iii) HI has no present expectation breach or intention event of not fully performing noncompliance by the Company under any obligation pursuant to any contract set forth on Schedule 5.11, Material Contract; and (iv) HI the Company has no knowledge of any material breach or cancellation or anticipated material breach or cancellation by any party the other parties to any contract specific on Schedule 5.11Material Contract to which they are parties. (ciii) HI The Purchaser has provided the Investor been supplied with a true and correct copy of all each written contracts which are referred to on Schedule 5.11 which have been requested by InvestorsMaterial Contract, together with all amendments, waivers or other changes theretothereto (all of which amendments, waivers or other changes thereto are described on the attached Contracts Schedule 6P).

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Contracts Schedule 5.11and except for agreements entered into by the Company or any of its Subsidiaries after the date hereof not in violation of Section 7.01, HI neither the Company nor any of its Subsidiaries is not a party to or bound by, whether written or oral, any: (ib) collective bargaining agreement or contract with any labor union, whether formal or informal; (iic) material written bonus, pension, employee profit sharing, retirement or other form of deferred compensation plan, other than as described in the Employee Benefits Schedule relating thereto; (d) stock purchase, stock option or similar plan; (e) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreementsproviding for base salary compensation in excess of $50,000 per annum; (iiif) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of HIthe Company and its Subsidiaries; (iv) agreements with respects to the lending or investing of funds; (vg) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collectionmaterial guaranty; (vi) license or royalty agreements except those entered into in the ordinary course of business; (viih) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party for which annual rental exceeds $50,000party; (viiii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000other than Financing Contracts; (ixj) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls provide for performance over a period of more than one year and involves a sum annual payments by the Company or its Subsidiaries in excess of $50,000 per year100,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet; (xk) agreements relating to any material business acquisition by the Company or any of its Subsidiaries pending or completed within the last two years; (l) contract or group of related contracts with a customer that provides annual net revenues (based on the trailing twelve-month period ending on the date of the Latest Balance Sheet) to the Company and its Subsidiaries in excess of $100,000; (m) material license or royalty agreement relating to the distribution, marketing use of any third party intellectual property; or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xiixiii) contract which materially prohibits it the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not entered into in the ordinary course of business. (bn) Except as specifically contemplated by set forth on the Contracts Schedule, Parent either has been supplied with, or has been given access to, in each case prior to the date of this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes theretothe Contracts Schedule.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement Schedule 4.10(a), in sections labeled and except as set forth on corresponding to the attached Schedule 5.11subparagraphs below, HI is not a party to or bound by, lists each of the following contracts (whether written or oral) of the Company and its Subsidiaries (such contracts, any: together with the Company Real Property leases listed on Schedule 4.08(b), being “Material Contracts”): (i) each collective bargaining agreement or contract other agreement with any labor union, whether formal or informal; ; (ii) each contract or agreement for the employment or services of any officerofficer or Employee of any of the Company and its Subsidiaries providing for severance, individual employee change of control or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; retention payments; (iii) agreement or indenture except for contracts relating to trade receivables, all contracts relating to indebtedness (including, without limitation, notes, debentures, guarantees, mortgages, loan agreements and indentures), including contracts relating to the borrowing of money or to placing a Lien on any of the assets of HI; Credit Facility; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) each lease or agreement under which HI any of the Company and its Subsidiaries is lessee of, or holds or operates, operates any tangible personal property owned by any other party party, for which the annual rental payment exceeds $50,000; 250,000 in any calendar year remaining under the term of such lease or agreement; (viiiv) each lease or agreement under which HI any of the Company and its Subsidiaries is lessor of or permits any third third-party to hold or operate any property, real or personal, tangible personal property owned or controlled by it any of the Company and its Subsidiaries for which the annual rental exceeds $50,000; 500,000 in any calendar year remaining under the term of such lease or agreement; (ixvi) each contract or group of related contracts with the same party for the purchase or sale supply of raw materialsproducts, commoditiesinventory, supplies, products equipment, machinery, services or other tangible personal property by or to the Company and its Subsidiaries, under which such products, inventory, supplies, equipment, machinery, services or other personal property or for the furnishing or receipt of services which either calls for performance over has a period of more than one year and involves a sum selling price on an annual basis in excess of $50,000 per year; 500,000; (vii) each contract containing covenants limiting the freedom of the any of the Company and its Subsidiaries to compete in any line of business; (viii) each agreement pursuant to which (A) any of the Company and its Subsidiaries is granted the right to use Intellectual Property (excluding agreements for the use of commercially available software that is made available for an annual cost of less than $100,000) or (B) any of the Company and its Subsidiaries has granted the right to use Intellectual Property owned by the Company and its Subsidiaries to any other Person; (ix) each joint venture, partnership, strategic alliance or similar agreement; (x) each contract or purchase order (or series of related contracts or purchase orders) for capital expenditures or the acquisition or construction of fixed assets requiring the future payment by any of the Company and its Subsidiaries of an amount in excess of $250,000 annually; (xi) each contract to acquire, directly or indirectly (by merger or otherwise), all or substantially all of the capital stock or other equity interests, assets, or rights of any other Person during the past five (5) years; (xii) each contract or agreement for consulting or other similar type of contract or agreement providing for annual payments in excess of $100,000; (xiii) each contract or agreement relating to the distributionsettlement of material litigation, administrative charge or investigation by any Governmental Authority entered into during the past three (3) years; (xiv) each broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contract; (xv) each “take or sales pay” or “requirements” contract; (xvi) each contract with any Governmental Authority; (xvii) each contract that limits or purports to limit the ability of the Company or any of its products Subsidiaries to compete in any line of business or services with any Person or in any geographic area or during any period of time, or that restricts or purports to restrict any other Person from competing with the Company or any of its Subsidiaries in any line of business or in any geographic area or during any period of time; (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiiixviii) any other agreement contract that is material to HI the Company or any of its Subsidiaries and not entered into in the ordinary course of businesspreviously disclosed pursuant to this Section 4.10. (b) Buyer has been provided with true and complete copies of all Material Contracts. Except as specifically contemplated by this Agreement, or disclosed set forth on Schedule 5.114.10(b), (i) no contract each Material Contract is legal, valid, binding and enforceable in accordance with its terms with respect to the Company or commitment required any of its Subsidiaries, as applicable, and, to be disclosed on Schedule 5.11 has been breached or canceled by the Company’s knowledge, each other party since June 30to such contract, 1999subject to the Enforceability Exceptions, (ii) HI has performed to the Company’s knowledge, neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party thereto, is in all material respects all of the obligations required to be performed by HI in connection with the contracts breach, violation or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any such contract or commitment required to be disclosed on the Schedule 5.11, and (iii) HI neither the Company nor its Subsidiaries has no present expectation provided or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge received written notice of any material breach under any such contract or anticipated material breach by of the cancellation or termination of any party to any contract specific on Schedule 5.11such contract. (c) HI has provided There are no outstanding powers of attorney executed on behalf of the Investor with a true and correct copy Company or any of all written contracts which are referred to its Subsidiaries except as set forth on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto4.10(c).

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11Contracts Schedule, HI neither the Company nor any of its Subsidiaries is not a party to or bound by, whether any written or oral, any: : (i) collective bargaining agreement or contract with any labor union, whether formal or informal; ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 or the Disclosure Schedules relating thereto; (iii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; providing for base compensation in excess of $200,000 per year; (iiiiv) agreement or indenture relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on any material portion of the assets of HI; (iv) agreements with respects to the lending or investing of funds; Company and its Subsidiaries; (v) guaranty of any obligation for borrowed money Indebtedness or otherwise, other obligations or liabilities involving more than endorsements made for collection; $250,000; (vi) license lease or royalty agreements except those entered into in agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the ordinary course of business; annual rental exceeds $250,000; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any of its personal property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; 250,000; (ixviii) contract or group of related contracts with the same party or group of related parties (with a group of growers not being considered related parties for such purpose), other than standard purchase orders or pricing agreements, for the purchase by the Company or sale its Subsidiaries of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls provided for performance over a annual payments (based on the trailing twelve-month period ending on the date of more than one year the Latest Balance Sheet) from the Company and involves a sum its Subsidiaries in excess of $50,000 per year; 1,500,000; (ix) contract or group of related contracts with a customer (other than standard purchase orders or pricing agreements) that provided for annual revenues (based on the trailing twelve-month period ending on the date of the Latest Balance Sheet) to the Company and its Subsidiaries in excess of $5,000,000; (x) contract agreement relating to any material business acquisition or disposition by the distribution, marketing Company or sales any of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; Subsidiaries since January 1, 2007; (xi) franchise agreements, license or agreement relating to (A) any third-party Intellectual Property that is material to the Company or any of its Subsidiaries or (B) any material Company Intellectual Property; (xii) contract which prohibits it from freely engaging (A) limits in any material respect the freedom of the Company or any of its Subsidiaries to engage in any business anywhere in the world; world or with any Person or which would so limit the Surviving Entity or any of its Affiliates following the Closing or (B) contains “most favored nation” obligations binding on the Company or any of its Subsidiaries; (xiii) any other agreement material contract which, prior to HI the date hereof, was not entered into set forth in the ordinary course Company's electronic data room located at h▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and which binds or purports to bind Affiliates of businessthe Company or any of its Subsidiaries or the Purchaser or any of its Affiliates (other than the Surviving Entity and its Subsidiaries) following the Closing; (xiv) all material agency, dealer, distribution, non-employee sales representative, broker, marketing or other similar agreements; (xv) all material co-packing, production, manufacturing or similar agreements; and (xvi) any partnership, joint venture or other similar agreement or arrangement. (b) Except as specifically contemplated by this AgreementThe Purchaser either has been supplied with, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30given access to, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred listed or required to be listed on the Contracts Schedule 5.11 which have been requested by Investors(the “Material Contracts”), together with all amendments, waivers or other changes thereto. (c) With respect to each Material Contract: (i) such contract is a valid and binding agreement of the Company and/or its Subsidiaries, as applicable, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies; (ii) none of the Company or any of its Subsidiaries is in breach or default in any material respect, nor has the Company or any of its Subsidiaries taken any action or any event or circumstance occurred which, with notice or lapse of time or both, would constitute a breach or default in any material respect, or permit termination, material modification or acceleration or loss of a material benefit, as applicable, under such contract; and (iii) to the Company’s knowledge, no other party is in breach or default in any material respect under such contract.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11Contracts Schedule, HI neither the Company nor any of its Subsidiaries is not a party to or bound by, whether written or oral, any: (i) agreement relating to any material business acquisition by the Company or such Subsidiary within the last two years, (ii) collective bargaining agreement or contract with any labor union, whether formal (iii) written bonus, pension, profit sharing, retirement or informal; other form of deferred compensation plan, other than as described in Section 4.12 hereof or the schedules relating thereto, (iiiv) stock purchase, stock option or similar plan, (v) material contract for the employment of any officer, individual employee or group of employees or other person individual on a full-time, part-time or consulting basis or any severance agreements; basis, (iiivi) agreement or indenture relating to the borrowing of money (including agreements related to off-balance-sheet financings) or to mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on any of the assets of HI; Company’s or any Subsidiary’s assets, (iv) agreements with respects to the lending or investing of funds; (vvii) guaranty of any obligation for borrowed money or otherwiseother material guaranty, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $500,000, (ix) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; 500,000, (ixx) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year; 2,000,000 (xother than purchase orders entered into in the ordinary course of business), (xi) contract relating to or group of related contracts with the distribution, marketing or sales same party for the sale of its products or services under which the undelivered balance of such products or services has a sales price in excess of $2,000,000 (including contracts to provide advertising allowances or promotional services) involving more other than $50,000 per year; (xi) franchise agreementspurchase orders entered into in the ordinary course of business), (xii) contract which prohibits it the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; or world (xiii) any other agreement material to HI not than confidentiality agreements entered into in the ordinary course of business), or (xiii) any agreement relating to any interest rate, currency, or commodity derivatives or hedging transaction. (b) Except as specifically contemplated by this AgreementBuyer either has been supplied with, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30given access to, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investorsthe Contracts Schedule, together with all material amendments, waivers or other changes thereto. (c) To the Company’s knowledge, (i) neither the Company nor any Subsidiary is in default or other breach in any material respect under any contract listed on the Contracts Schedule, and (ii) the other party to each of the contracts listed on the Contracts Schedule is not in default or other material breach thereunder, and each such contract is in full force and effect.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 3.12(a) (such Contracts disclosed or required to be disclosed thereon, and any such Contracts that would have been required to be disclosed thereon if in effect on the attached Schedule 5.11date hereof, HI the “Material Contracts”), as of the date hereof, no Acquired Company is not a party to or otherwise bound by, whether written or oral, by any: : (i) collective bargaining agreement Contract involving aggregate consideration in excess of $250,000 and which, in each case, cannot be cancelled by such Acquired Company without penalty or contract with any labor union, whether formal or informal; without more than 90 days’ notice; (ii) contract (A) Contract with any Service Provider that provides for retention, change in control, transaction or similar bonuses, payments or benefits (B) consulting or employment Contracts with any Service Provider providing for base compensation in excess of $200,000 per year or (C) consulting or employment Contracts with Service Providers that cannot be terminated by the employment Acquired Companies without the payment of any officer, individual employee contractual severance or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; penalties; (iii) agreement or indenture Contract relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on any material portion of the assets of HI; any Acquired Company; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwiseother guaranty involving more than $500,000; (v) Contract providing for the indemnification by such Acquired Company of any Person or the assumption of any Tax, environmental or other liability of any Person (in each case other than endorsements made for collection; Contracts the primary purpose of which is unrelated to indemnification or the assumption of liabilities); (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement Contract under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000; 250,000; (viiivii) lease or agreement Contract under which HI it is lessor of or permits any third party to hold or operate any of its personal property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; 250,000; (ixviii) contract Contract or group of related contracts Contracts with the same party (other than standard purchase orders or pricing agreements or programs) for the purchase or sale by any Acquired Company of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls provides for performance over a period of more than one year and involves a sum annual payments in excess of $50,000 per year; 500,000 during any twelve (12)‑month period; (ix) broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting or advertising Contract; (x) contract relating to the distributionContract providing for any joint venture, marketing partnership or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; similar arrangement by such Acquired Company; (xi) franchise agreements, Contract with any Governmental Authority; (xii) contract Contract relating to any completed material business, asset or real property acquisition or disposition by any Acquired Company since May 4, 2019; (xiii) Contract (A) which prohibits it or restricts (or purports to prohibit or restrict) any Acquired Company or any of its Affiliates (including, following the Closing, Purchaser and its Affiliates) from (I) freely competing in any line of business or with any Person or engaging in business anywhere in the world; world or (xiiiII) obtaining products or services from any other agreement material to HI not entered into Person, (B) that imposes exclusivity requirements (including “requirements” obligations), non-competition obligations, non-solicitation obligations or minimum payment, purchase or sale obligations (including “take-or-pay” provisions or “output” contracts), “most favored nations” or “most favored customer” restrictions or rights of first or last offer on any Acquired Company or any of its Affiliates (including, following the Closing, Purchaser and its Affiliates), or otherwise restricts any Acquired Company or any of its Affiliates (including, following the Closing, Purchaser and its Affiliates) in any respect in the ordinary course development, distribution, licensing, marketing, or sale of businessany of its products or services, (C) with a sole source supplier of material goods or services, or (D) that purport to bind direct or indirect equityholders of any Acquired Company or any of their respective Affiliates other than the Acquired Companies; (xiv) Contract with any Material Customer or Material Supplier; (xv) Contract that is a Related Party Arrangement; or (xvi) Contract providing for the settlement or compromise of any material pending Action or prior Action pursuant to which any Acquired Company has any ongoing obligations. (b) Except as specifically contemplated by this Agreement, or disclosed set forth on Schedule 5.113.12(b), (i) no contract or commitment required to be disclosed on Schedule 5.11 each Acquired Company is, and at all times since May 4, 2019, has been breached or canceled by the other party since June 30been, 1999, in material compliance with all applicable terms and requirements of each Material Contract; (ii) HI to the Acquired Companies’ Knowledge, each other Person that has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11had any obligation or liability under any Material Contract is, and is not at all times since May 4, 2019, has been, in receipt full compliance with all applicable terms and requirements of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, such Material Contract; (iii) HI no event has no present expectation occurred or intention circumstance exists that, with or without notice or lapse of not fully performing time, may contravene, conflict with or result in a breach of, or give any obligation pursuant Acquired Company or other Person the right to declare a default or exercise any contract set forth on Schedule 5.11remedy under, and or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Material Contract; (iv) HI no event has no knowledge occurred or circumstance exists under or by virtue of any material Material Contract that, with or without notice or lapse of time, would cause the creation of any Lien affecting any of the Acquired Companies’ assets; (v) no Acquired Company has given to or received from any other Person any written notice or other written communication (or, to the Acquired Companies’ Knowledge, any oral notice) regarding (A) any actual, alleged, possible or potential violation or breach of, or anticipated material breach by default under, any party Material Contract or (B) the non-renewal or partial or total termination of any Material Contract; and (vi) no Person has terminated or delivered written notice to or otherwise informed in writing to any contract specific Acquired Company of, and to the Acquired Companies’ Knowledge, no Person has, any intention to terminate or alter in a manner that is material and adverse to the Acquired Companies or their business, taken as a whole, its relationship with the Acquired Companies (including by materially decreasing the volumes or dollar amounts of products ordered or purchased from or supplied to the Acquired Companies, or by materially altering the payment or terms on Schedule 5.11. (c) HI has provided the Investor with a true which products are ordered, purchased or supplied). Complete and correct copy copies of each Material Contract (including all written contracts which are referred to modifications, amendments and supplements thereto and waivers thereunder) in effect on Schedule 5.11 which the date hereof have been requested by Investors, together with all amendments, waivers or other changes theretomade available to Purchaser.