Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. Seller is not a party to any written ------------------------- or oral: (a) commitment, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days; (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete with any Person, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not in the ordinary course of business and consistent with past practices. Seller has performed all material obligations required to be performed by it under each Contract and is not (and, to the best knowledge of Seller, no other party is) in breach or violation of, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its terms.

Contracts and Commitments. Seller is not a party to any written ------------------------- or oral: (a) commitment, contract, note, loan, evidence Schedule 3.18 attached hereto sets forth each contract or other commitment of indebtedness, purchase order AFC or letter of credit involving any obligation AB which requires an aggregate payment by AFC or liability on AB after the part of Seller date hereof of more than $50,000 100,000, and not cancelable (without liability) within 60 days;any other contract or commitment that in the opinion of the AFC management materially adversely affects the business of AFC or AB. Except for the contracts and commitments described in this Reorganization Agreement or as set forth in Schedule 3.18, neither AFC nor AB is party to or subject to: (b) lease of real property 1. Any contracts or commitments which are material to its business, operations or financial condition other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete with any Person, or any arrangements loans or agreements with competitorsrespect thereto entered into in the ordinary course of business; (e) 2. Any employment contract or arrangement, whether oral or written, with any officer, consultant, director or employee collective bargaining agreement, employment agreement (other which is not terminable on 30 days' notice without penalty or liability to make any payment thereunder for more than employment agreements terminable by Seller without premium or penalty on notice of 30 days after such termination; 3. Any plan or less under which the only monetary obligation contract or other arrangement, oral or written, providing for insurance for any officer or employee or members of Seller is to make current wage their families; 4. Any plan or salary payments and provide current fringe benefits)contract or other arrangement, consultingoral or written, advisory or service agreementproviding for bonuses, pensions, options, deferred compensation agreementcompensation, confidentiality agreement or covenant not to compete retirement payments, profit-sharing or other contracts with Representatives of Sellerbenefits for employees; (f) 5. Any contract or agreement with any officer, director labor union; 6. Any contract or employee (other than employment agreements disclosed in response to clause (e) agreement with customers for the sale of products or excluded from the scope furnishing of clause (e) above), agentservices, or attorney-in-fact of Seller; (g) compensation arrangementsany sales agency, bonus broker, distribution or benefit planssimilar contract, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or except contracts made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not in the ordinary course of business and consistent with past practicesbusiness; 7. Seller has performed all Any instrument or arrangement evidencing or related to indebtedness for money borrowed or to be borrowed, whether directly or indirectly, by way of purchase money obligation, guaranty, conditional sale, lease-purchase, or otherwise; 8. Any joint venture contract or arrangement or any other agreement involving a sharing of profits; 9. Any license agreement in which AFC is the licensor or licensee; 10. Any material obligations required contract or agreement, not of the type covered by any of the other items of this Section 3.18, which by its terms is either (i) not to be performed by it under each Contract and prior to 30 days from the date hereof, or (ii) does not terminate, or is not (and, terminable without penalty to the best knowledge of Seller, no other party is) in breach AFC or violation ofAB, or default under any of successors or assigns prior to 30 days from the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termsdate hereof.

Contracts and Commitments. Seller (a) Schedule 4.12(a) hereto sets forth a true, complete and correct list of every Contract (other than Contracts with, on behalf of or through a Buyer Party or any of their Affiliates other than the Acquired Companies) to which an Acquired Company is not a party to any written ------------------------- or oralthat: (ai) commitmentprovides for aggregate future payments by an Acquired Company, contractor to an Acquired Company, note, loan, evidence of indebtedness, purchase order or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days250,000; (bii) lease is a Contract not entered into in the ordinary course of real property other than business which provides for aggregate future payments during the Location Contracts (12 months following the Disclosure Schedule indicates, with respect Closing Date by an Acquired Company or to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense an Acquired Company in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options)100,000; (diii) contracts provides for aggregate future payments during the 12 months following the Closing Date by an Acquired Company, or agreements to an Acquired Company, of more than $100,000 and has an unexpired term (including confidentiality pursuant to an option to renew or other similar arrangementsextend) containing covenants limiting the freedom of Seller to engage in exceeding one year and may not be canceled upon 90 days’ notice or less without any line of business Liability, penalty or compete with any Person, or any arrangements or agreements with competitorspremium; (eiv) employee collective bargaining agreementwas entered into by an Acquired Company with an Affiliate, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits)equity holder, consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee of an Acquired Company or Seller other than Employment Agreements referred to in Section 4.12(a)(viii) below; (v) is a collective bargaining Contract or other Contract with a labor union; (vi) is a Contract with respect to any Indebtedness of an Acquired Company; (vii) after the Closing Date purports to restrict (whether or not legally binding) an Acquired Company from engaging in any business or activity anywhere in the world or purports to limit individuals who may be solicited for employment or employed by an Acquired Company (other than employment confidentiality or non-disclosure agreements disclosed entered into in response to clause (e) or excluded from the scope ordinary course of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Datebusiness); (jviii) assignmentis an employment Contract, licenseseverance Contract, indemnification consulting Contract or other contract similar arrangement to which an Acquired Company is a party which is in excess of $100,000; (ix) is an equity holders agreement, or is with respect to any intangible property (including any Proprietary Right); ora partnership, joint venture or other sharing of profits or losses; (kx) contracts is a power of attorney that is in full force and commitments not otherwise described above or listed effect (other than customs powers of attorney entered into in the Disclosure Schedule ordinary course of business); (including, without limitation, undertakings xi) is a guarantee or ------------------- commitments similar undertaking with respect to any governmental payment (involving future aggregate payments in excess of $100,000) or regulatory authorityperformance; (xii) and relating is with respect to the Business acquisition or otherwise affecting the Business and disposition of Property not in the ordinary course of business business; (xiii) is in the nature of securitizations, synthetic leases, operating leases or similar structured financings providing off-balance sheet financing; (xiv) grants exclusive manufacturing rights to any Person; (xv) provides for exclusive marketing or distribution rights; (xvi) has a “most favored nation” or similar pricing provision; (xvii) provides for the exclusive purchasing of goods or services; (xviii) is with a customer that is a buying group; (xix) has a “price down” provision; or (xx) is an amendment, supplement or modification in respect of the foregoing. (those Contracts agreements listed under subsection (viii) on Schedule 4.12(a) are collectively referred to as the “Employment Agreements” and consistent with past practices. Seller has performed all material obligations required those Contracts listed anywhere on Schedule 4.12(a) are collectively referred to be performed by it under each Contract and as the “Acquired Company Contracts”). (b) Except as set forth in Schedule 4.12(b), (i) there is not (and, to Seller’s Knowledge, there has not been claimed or alleged by any Person with respect to any Acquired Company Contract any existing or uncured material Breach or event that, with notice or lapse of time or both, would constitute a material Breach on the best knowledge part of an Acquired Company, or, to Seller’s Knowledge, no on the part of any other party isthereto, and to Seller’s Knowledge none of the foregoing has been threatened in writing, (ii) in breach or violation ofno Consent from, or default under notice to, any Governmental Entity or other Person is required in order to maintain in full force and effect any of the Acquired Company Contracts or following the consummation of the Transactions (other instruments, obligations, evidences than such Consents that have been obtained and such notices that have been duly given) and (iii) each of indebtedness or commitments described the Acquired Company Contracts is in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule full force and effect and is valid, ------------------- binding valid and enforceable in accordance with its termsterms against the applicable Acquired Company and to Seller’s Knowledge to other parties thereto. (c) Schedule 4.12(c) sets forth a list of all Contracts pursuant to which any Acquired Company receives any rights or benefits but to which it is not a party, including supply Contracts (collectively, the “Non-Party Contracts”).

Contracts and Commitments. Seller Schedule 5.6 lists the following Contracts to which a Subject Company is not a party party, or by which a Subject Company is bound to any written ------------------------- or oralperform after the Closing Date: (ai) commitment, contract, note, loan, evidence any written arrangements (or group of indebtedness, purchase order related written arrangements) for the lease of personal property by a Subject Company providing for lease payments in excess of $25,000 per annum and that is not subject to cancellation on not more than 30 days’ notice by such Subject Company without penalty or letter increased cost; (ii) any other written arrangement (or group of credit related written arrangements) involving any obligation or liability on the part of Seller aggregate payments by a Subject Company of more than $50,000 25,000 per annum and that is not cancelable (subject to cancellation on not more than 30 days’ notice by such Subject Company without liability) within 60 dayspenalty or increased cost; (biii) lease any written arrangement (or group of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (crelated written arrangements) lease of personal property involving any annual expense in excess of $10,000 25,000 per annum for the purchase or sale of raw materials, commodities, supplies, products or other property by a Subject Company or for the furnishing or receipt of services by a Subject Company, including, without limitation, any customer or vendor contracts and that is not cancelable (subject to cancellation on not more than 30 days’ notice by such Subject Company without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options)penalty or increased cost; (div) contracts any written arrangement (or agreements (including confidentiality or other similar group of related written arrangements) containing covenants limiting the freedom of Seller to engage in concerning a partnership or joint venture between a Subject Company and any line of business or compete with any Person, or any arrangements or agreements with competitorsother person; (ev) employee any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) of a Subject Company involving more than $25,000 in principal amount or under which is imposed (or may impose) upon a Subject Company a security interest or lien on any of its assets, tangible or intangible; (vi) any written arrangement (or group of related written arrangements) obligating a Subject Company to maintain confidentiality or to refrain from competition or competitive arrangements; (vii) any written arrangement (or group of related written arrangements) involving another Subject Company; (viii) any Employee Plan of such Subject Company and any written arrangement with any of its directors, officers, shareholders or employees in the nature of a collective bargaining agreement, employment agreement or severance agreement; (ix) any written arrangement with any of its directors, officers, shareholders or employees or any member of any such person’s immediate family (x) providing for the furnishing of material services by, (y) providing for the rental of material real or personal property from, or (z) otherwise requiring material payments to (other than employment agreements terminable by Seller without premium for services as officers, directors or penalty on notice employees of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefitssuch Subject Company), consultingany such person or any corporation, advisory or service agreementpartnership, deferred compensation agreement, confidentiality agreement or covenant not to compete trust or other contracts with Representatives of Sellerentity in which any such person has a substantial interest as a shareholder, officer, director, trustee or partner; (fx) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; written arrangement (hor group of related written arrangements) contract pursuant to which it has advanced either involving aggregate payments of more than $25,000 or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not entered into in the ordinary course of business and consistent with past practicespractice; (xi) any other written arrangement (or group of related written arrangements) under which the consequences of a default or termination is reasonably likely to have a Material Adverse Effect; (xii) any material written agreement with any Personnel or other affiliates of a Subject Company; or (xiii) any oral contract, agreement or other arrangement with respect to any of the matters referred to in the foregoing clauses (i) through (xii) and any obligation (oral or written) to enter into any contract, agreement or other arrangement with respect to any of the matters referred to in the foregoing clauses (i) through (xi). Seller Each Subject Company has performed all material delivered to Buyer a correct and complete copy of each written arrangement listed under the name of such Subject Company in Schedule 5.6 and has included as part of Schedule 5.6 a brief summary of any such oral contracts, agreements or other arrangements and any obligations required (oral or written) to enter into any such contracts, agreements or other arrangements, in each case as described in clause (xiii) above. Except as set forth on Schedule 5.6, with respect to each written arrangement listed, (A) the written arrangement is legal, valid, binding, enforceable (except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law) and in full force and effect; (B) the written arrangement will continue to be performed legal, valid binding, enforceable (except as such enforceability may be limited by it under each Contract (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law) and in full force and effect on identical terms following the Closing Date; (C) there is not (no default by any Subject Company to any Contract, and, to the best knowledge of SellerMJ GeneWorks and the Shareholders, no default by any third party to any such Contract, in each case which default is reasonably likely to have a Material Adverse Effect; and (D) no Subject Company is in material breach or default, and to the knowledge of MJ GeneWorks or the Shareholders no other party is) is in material breach or violation of, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if knownunder any written agreement, could reasonably be expected and to result in an Adverse Effect. No the knowledge of MJ GeneWorks or its Shareholders no event has occurred which, which with the passage notice or lapse of time or the giving of notice (or both), would result in could constitute a default, material breach or event of noncompliance default or permit termination, modification or acceleration under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termswritten agreement.

Contracts and Commitments. Seller is not a party to any written ------------------------- or oralExcept as set forth in SECTION 4.22 OF THE DISCLOSURE SCHEDULE: (a) commitmentExcept for agreements, contractcontracts and commitments filed as exhibits to the Company SEC Documents, noteneither the Company nor any Company Subsidiary has any agreements, loancontracts and commitments having a value of in excess of $1 million or which are otherwise material to the Company and its Subsidiaries, evidence of indebtedness, purchase order or letter of credit involving any obligation or liability on taking the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days;Company together with its Subsidiaries as a whole. (b) lease No purchase contract or commitment of real property other the Company or any Company Subsidiary continues for a period of more than the Location Contracts twelve (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c12) lease of personal property involving any annual expense months or is in excess of $10,000 the normal, ordinary and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line usual requirements of business or compete with at any Personexcessive price, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) except for contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not made in the ordinary course of business and consistent with past practices. Seller has performed all material obligations required to be performed by it under each Contract and . (c) There is not (andno outstanding sales contract, commitment or proposal of the Company or any Company Subsidiary which would, to the best knowledge of Sellerthe Company, no other party is) in breach or violation of, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred whichany material loss to the Company or any Company Subsidiary upon completion or performance thereof, with the passage of time after allowance for direct distribution expenses nor is there any outstanding contract, bid or the giving of notice (sales or both), would service proposal quoting price which could result in a loss. (d) Neither the Company nor any Company Subsidiary has any collective bargaining or union contracts or agreements. (e) Neither the Company nor any Company Subsidiary has any outstanding contracts having a value individually or in the aggregate exceeding $100,000 with any officer, employee, agent, consultant, advisor, salesperson or sales representative that is not cancelable by it on notice of not longer than thirty (30) days and without liability, penalty or premium or any agreement or arrangement providing for the payment of any bonus or commission based on sales or earnings. (f) Neither the Company nor any Company Subsidiary is in material default, breach nor has the Company or event any Company Subsidiary received notice of, any valid claim of noncompliance material default, under any agreement, contract or commitment which is material to the Company and its Subsidiaries, taking the Company together with its Subsidiaries as a whole. (g) To the knowledge of the Company, neither the Company nor any Company Subsidiary is restricted or prohibited by agreement, order or decree from, directly or indirectly, carrying on its business anywhere in the world. (h) To the knowledge of the Company, neither the Company nor any Company Subsidiary has any power of attorney outstanding or any obligation or liability (whether absolute, accrued, contingent or otherwise) as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person, corporation, partnership, joint venture, association, organization or other entity. (i) Neither the Company, nor any Company Subsidiary is a party to any agreement or arrangement or is otherwise under any obligation or commitment to provide any type of tax subsidy, tax gross-up payment or other form of tax reimbursement or indemnity to any person with respect to any excise tax liability such person may incur under Internal Revenue Code Section 4999 (or any successor provision) in connection with the consummation of the transactions contemplated by this Agreement or upon the occurrence of any Seller pursuant to any Contract, which breach, violation additional or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention subsequent events following the consummation of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termssuch transactions.

Contracts and Commitments. (a) Except as set forth on the attached Assumed Contracts Schedule or the attached Contracts Schedule, as does not relate to Designs or the Business, or for contracts (other than for contracts or agreements described in clauses (i) and (ii) below) pursuant to which Buyer will receive benefits pursuant to the Transition Services Agreement (which contracts relate to both Designs and Sellers’ other businesses), none of Seller or the Casual Male Companies is not a party to any written ------------------------- oral or oralwritten: (ai) commitmentcontract with any labor union or any bonus, contractpension, noteprofit sharing, loanretirement or any other form of deferred compensation plan or any stock purchase, evidence stock option or similar plan or practice, whether formal or informal, or any severance agreement or arrangement; (ii) management agreement, contract for the employment of indebtednessany officer, purchase order partner, individual employee or other person on a full-time, part-time or consulting basis or providing for the payment of any cash or other compensation or benefits upon the sale of the Business or prohibiting competition or the disclosure of trade secrets or Confidential Information; (iii) agreement or indenture relating to Indebtedness or placing a Lien on any of Seller’s assets or letter of credit involving arrangements; (iv) agreements with respect to the lending or investing of funds; (v) license or royalty agreements; (vi) nondisclosure or confidentiality agreements; (vii) lease or agreement under which Seller is lessee of or holds or operates any obligation property, real or liability on personal, owned by any other party for which the part annual rental exceeds $25,000; (viii) lease or agreement under which Seller is lessor of Seller or permits any third party to hold or operate any property, real or personal, owned or controlled by Seller; (ix) broker, distributor, vendor, customer or maintenance agreements; (x) other contract or group of related contracts with the same party continuing over a period of more than six months from the date or dates thereof, not terminable by Seller upon thirty (30) days’ or less notice without penalty or involving more than $50,000 and not cancelable (without liability) within 60 days25,000; (bxi) lease contract which prohibits Seller from freely engaging in business anywhere in the world; (xii) contract relating to the marketing, sale, advertising or promotion of real property other than the Location Contracts its products; (the Disclosure Schedule indicatesxiii) franchise or agency agreements; (xiv) contract with any officer, director, employee, shareholder, or Affiliate of Seller or any individual related by marriage or adoption to any such individual or any entity in which any such Person owns any beneficial interest; (xv) warranty agreement with respect to each lease listed on products sold or indemnity agreement with any supplier to the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased)Business under which Seller is obligated to indemnify such supplier against product warranty or infringement or similar claims; (cxvi) lease agreements relating to ownership of personal property involving or investments in any annual expense business or enterprise, including investments in excess of $10,000 joint ventures and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options)minority equity investments; (dxvii) contracts power of attorney executed by or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete with any Person, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives behalf of Seller; (fxviii) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans material contracts and programs relating to retirement, disability, insurance, licenses (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (hall inbound licenses) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract Seller is a party with respect to any intangible property (including any Proprietary Right)Rights; or (kxix) contracts and commitments other agreement material to the Business, whether or not otherwise described above or listed entered into in the Disclosure Schedule Ordinary Course of Business. (includingb) Except as specifically disclosed on the attached Contracts Schedule, without limitation(i) Seller, undertakings or ------------------- commitments to any governmental or regulatory authority) the Casual Male Companies, as applicable, and relating to the Business or otherwise affecting the Business and not in the ordinary course of business and consistent with past practices. Seller has other party thereto have performed all material obligations required to be performed by it such Person under each Contract the contracts or commitments required to be listed on the Contracts Schedule or listed on the Assumed Contracts Schedule and there is not no breach of or default under such contract or commitment or any event which, upon giving of notice or lapse of time or both, would constitute a breach or default, (and, ii) to the best knowledge Knowledge of Seller, there is no other anticipated breach by any party isto any contract or commitment required to be listed on the Contracts Schedule or listed on the Assumed Contracts Schedule, (iii) in breach neither Seller nor the Casual Male Companies have assigned, delegated or violation ofotherwise transferred to any Person any of its rights, title or default interest under any contract or commitment required to be listed on the Contracts Schedule or listed on the Assumed Contracts Schedule, and (iv) each contract and commitment required to be listed on the Contracts Schedule or listed on the Assumed Contracts Schedule is legal, valid, binding, enforceable and in full force and effect, and will continue as such following the consummation of the transactions contemplated hereby (subject to bankruptcy, moratorium and similar laws and subject to the application of specific performance and other equitable principles). (c) Buyer has heretofore been supplied with a true and correct copy of all written contracts (and a true and correct written description of all oral contracts) which are referred to on the attached Contracts Schedule, together with all amendments, exhibits, attachments, waivers or other instruments, obligations, evidences changes thereto. (d) The attached Contracts Schedule sets forth a complete and accurate description of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected Seller’s return policy with respect to result in an Adverse Effect. No event has occurred which, with merchandise purchased by customers of the passage of time or the giving of notice (or both), would result in a default, breach or event of noncompliance under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termsBusiness.

Contracts and Commitments. Seller (a) As of the date hereof and except as set forth in Section 4.14(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is not a party to any written ------------------------- or oralbound by any: (ai) commitment“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company or any of its Subsidiaries, contracttaken as a whole, notethat was required to be, loanbut has not been, evidence filed with the SEC with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, or any Company SEC Documents filed after the date of indebtedness, purchase order or letter filing of credit involving any obligation or liability on such Form 10-K until the part of Seller of more than $50,000 and not cancelable (without liability) within 60 daysdate hereof; (bii) lease Contract (A) relating to the disposition or acquisition, directly or indirectly (by merger, sale of real property stock, sale of assets, or otherwise), by the Company or any of its Subsidiaries of any material assets (other than cash) or any material equity interests in any Person (other than any Subsidiary of the Company), other than the Location Contracts sale of inventory in the ordinary course of business consistent with past practice, which contains any material ongoing financial obligations, indemnification, “earn-out” or milestone payments or other contingent payment that are still in effect that are reasonably likely to result in claims in excess of $3,000,000 after the date hereof or (B) pursuant to which the Disclosure Schedule indicatesCompany or any of its Subsidiaries will acquire or dispose of any equity interest in any other Person other than the Company’s Subsidiaries in excess of $3,000,000; (iii) collective bargaining agreement or Contract with any labor union, with respect to each lease listed on the ------------------- Disclosure Scheduletrade organization, the term, annual rent, location, renewal options and number ------------------- of square feet leasedworks council or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions); (civ) lease any material partnership, joint venture, limited liability company agreement or similar Contract relating to the formation, creation, operation, management or control of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicatesjoint ventures, with respect to each lease listed on the Disclosure -------- ---------- Schedulepartnerships, a general description of the leased itemsco-development, termco-promotion, annual rent, location and renewal options)collaborations or similar arrangements; (dv) contracts Contract (A) prohibiting or agreements materially limiting in any material respect the right of the Company or its Subsidiaries (including confidentiality or other similar arrangements1) containing covenants limiting the freedom of Seller to engage compete in any line of business or compete (2) to conduct business with any PersonPerson or in any geographical area, (B) obligating the Company or its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party, or sell any arrangements product or agreements with competitorsservice exclusively to a single party, or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any Product or service of the Company or its Subsidiaries on an exclusive basis to any Person or group of Persons or in any geographical area; (evi) Contract with each customer and supplier required to be listed on Section 4.23(a) of the Company Disclosure Letter; (vii) any employment or consulting agreement with any current (A) executive officer of the Company or any of its Subsidiaries, (B) member of the Company Board, or (C) employee collective bargaining agreementof the Company or any of its Subsidiaries, employment agreement in each case earning an annual base salary or payment in excess of $150,000 (if performing services in the United States) or in excess of the local equivalent of $250,000 (if performing services outside the United States), other than those that are terminable by the Company or any such Subsidiary on without advance notice and without Liability to the Company and its Subsidiaries; (viii) Contract that requires by its terms the payment or delivery of cash or other consideration by or to the Company or any of its Subsidiaries in an amount having an expected value in excess of $10,000,000 in the current or any subsequent fiscal year, which cannot be cancelled by the Company or any of its Subsidiaries, as applicable, without penalty or further payment without more than ninety (90) days’ notice (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which payments for services rendered to the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefitsdate), consultingexcluding indebtedness and commercially available off-the-shelf software licenses and Software-as-a-Service offerings, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment generally available patent license agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not entered into in the ordinary course of business business, material transfer agreements, services agreements, clinical trial agreements and consistent non-exclusive outbound licenses entered into in the ordinary course of business; (ix) (A) any mortgages, indentures, guarantees, loans or credit agreements or other Contracts, in each case relating to outstanding indebtedness for borrowed money of the Company or any Subsidiary thereof having an aggregate principal (or committed amount) of $5,000,000 or more, other than intercompany indebtedness to or among the Company and its Subsidiaries or among any of its Subsidiaries or (B) any Contracts governing the terms of the Company Warrants, other than those enumerated in the definitions of Company ▇▇▇▇ ▇▇▇▇▇▇▇ Confirmations or Company 2025 Warrant Confirmations; (x) Contract under which the Company or any of its Subsidiaries are expected to make annual capital expenditures in excess of $20,000,000 during the current or subsequent fiscal year; (xi) Contract under which the Company or any of its Subsidiaries are expected to receive annual revenues in excess of $10,000,000 during the current or subsequent fiscal year; (xii) Settlement agreement, or agreement entered into in connection with past practicesa settlement agreement, corporate integrity agreement, consent decree, deferred prosecution agreement, or other similar type of agreement with or imposed by any Governmental Body, in each case that has existing or contingent material performance obligations; (xiii) Contract of the Company or any of its Subsidiaries relating to the settlement of any Action that provides for any continuing material Liabilities on the part of the Company or any of its Subsidiaries, which will involve payments after the date hereof of consideration in excess of $5,000,000; or (xiv) Contract of the Company or any of its Subsidiaries that prohibits, materially limits or materially restricts the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries or prohibits, materially limits or materially restricts the pledging of capital stock of the Company or any of its Subsidiaries. Seller Each such Contract described in clauses (i) through (xiv) of this Section 4.14(a), together with each Company Real Property Lease, is referred to herein as a “Company Material Contract.” (b) Parent has performed been given access to a true, correct and complete copy as of the date hereof of all material obligations required written Company Material Contracts, together with all amendments, waivers or other changes thereto. (c) Except as would not have a Company Material Adverse Effect: (i) none of the Company or any of its Subsidiaries (A) is, or has received written notice that any Third Party to be performed by it any Company Material Contract is, in violation or breach of or default (with or without notice or lapse of time or both) under each any Company Material Contract, (ii) to the Company’s Knowledge, there has occurred no event giving to any Third Party any right of termination, amendment or cancellation of (with or without notice or lapse of time or both) any such Company Material Contract and (iii) each such Company Material Contract is not (in full force and effect and is a legal, valid and binding agreement of, and enforceable against, the Company or any of its Subsidiaries, and, to the best knowledge Knowledge of Sellerthe Company, each other party thereto, except as enforcement may be limited by the Enforceability Exceptions. Except as would not have a Company Material Adverse Effect, as of the date hereof, no other party is) in breach to any Company Material Contract has given any written notice of termination or violation of, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any obligation cancellation of any Seller pursuant Company Material Contract or that it intends to seek to terminate or cancel any Company Material Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its terms.

Contracts and Commitments. Seller (a) Except as set forth on the attached Contracts Schedule and except for agreements entered into by the Company or its Subsidiaries after the date hereof in accordance with Section 7.01, neither the Company nor any of its Subsidiaries is not a party to any written ------------------------- or oral:of the following (each, a “Material Contract”): (ai) commitmentcollective bargaining agreement or similar agreement with any labor union or any agreement with any works councils, contractlabor unions or other employee representatives (each, notea “Collective Bargaining Agreement”, loanbut excluding, evidence for the avoidance of indebtednessdoubt, purchase order or letter any collective bargaining agreements that are the subject of credit involving Section 4.10(d) and to which neither the Company nor any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days; (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leasedits Subsidiaries is a party); (cii) lease written bonus, pension, employee profit sharing, retirement or other form of personal property involving deferred compensation plan, other than as described in Section 4.13 or the Disclosure Schedules relating thereto; (iii) joint venture, partnership or limited liability company agreement in which the Company or any of its Subsidiaries has an interest; (iv) agreement for the employment of any officer, individual employee or other Person on a full-time or consulting basis that provided for total annual expense compensation in excess of $10,000 and not cancelable 150,000 during the trailing twelve (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed 12)-month period ending on the Disclosure -------- ---------- Schedule, a general description date of the leased itemsLatest Balance Sheet or that would reasonably be expected to provide for total compensation in excess of such amount during the twelve-month period commencing on the date hereof (other than any “at will” employment agreement that may be terminated by the Company or a Subsidiary of the Company, termwithout any payment or penalty, annual rent, location and renewal optionsupon 30 days or less advance notice or upon the minimum advance notice required by applicable Law); (dv) contracts or agreements (including confidentiality indenture or other similar arrangementsagreement relating to (A) containing covenants limiting the freedom borrowing of Seller money, (B) mortgaging, pledging or otherwise placing a Lien on any material asset or material portion of the assets of the Company and its Subsidiaries (other than Permitted Liens) or (C) any loan, future advance or capital contribution to, or investment in, another Person (other than to engage or in the Company or its Subsidiaries, extensions of trade credit in the Ordinary Course of Business and fully satisfied obligations); (vi) lease or agreement under which it is lessee of, or holds or operates any property owned by any other party, for which the annual rental exceeds $250,000; (vii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, for which the annual rental exceeds $250,000; (viii) agreement or group of related agreements with the same party reasonably likely to generate sales revenues or require expenditures in an amount in excess of $500,000 per annum individually or $1,000,000 per annum in the aggregate; (ix) agreement (other than any customary non-disclosure agreement) that relates to the disposition or acquisition of material assets by the Company or its Subsidiaries, or any completed merger or business combination with respect to the Company or any of its Subsidiaries within the period of two (2) years prior to the date of this Agreement, or any such transaction that is currently pending; (x) agreement between the Company or any of its Subsidiaries, on the one hand, and any current director, officer, employee, equity holder or Affiliate of the Company or any of its Subsidiaries, on the other hand, except for any agreement for the employment of any officer, individual employee or other person on a full-time or consulting basis; (xi) agreement that contains any non-competition or exclusive dealing arrangement that limits the ability of the Company or any of its Subsidiaries (or any of their Affiliates) to compete in any line of business business, geographic area or compete with any other Person, excluding provisions of exclusive license agreements with respect to Intellectual Property that restrict the exploitation of such licensed Intellectual Property by the Company or any arrangements or agreements with competitorsof its Affiliates; (exii) employee collective bargaining agreementagreement that is material to the Company or any of its Subsidiaries that would require the consent of any third party in connection with the execution or performance of this Agreement or the consummation of the transactions contemplated hereby; (xiii) agreement with any Governmental Entity that is material to the Company or any of its Subsidiaries; (xiv) agreement involving the settlement of any action, employment liability or threatened action with respect to which any unpaid amount exceeds $250,000; (xv) license or royalty agreement relating to the use of any third-party Intellectual Property for which the royalty payments due to a third-party or to the Company, as the case may be, exceeded $250,000 during the trailing twelve (12) month period ending on the date of the Latest Balance Sheet or would reasonably be expected to exceed such amount in the twelve-month period commencing on the date hereof; (xvi) license or royalty agreement relating to the use, distribution or other exploitation by a third party of any Entertainment Property owned by the Company or its Subsidiaries for which the royalty payments or any other payments due to the Company or any of its Subsidiaries exceeded $250,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet or would reasonably be expected to exceed such amount in the twelve-month period commencing on the date hereof; (xvii) contract entered into with respect to one or more Key Entertainment Properties granting to any third party any exclusive rights, “most favored nation” rights, rights of refusal or rights of first negotiation to distribute (other than employment agreements terminable by Seller without premium or penalty on notice with respect to discrete television licenses for individual Key Entertainment Properties entered into in the Ordinary Course of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefitsBusiness), consultingdevelop, advisory greenlight or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives produce any productions that are derivative of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; Key Entertainment Properties set forth on Section 4.10(a)(ii) of the Intellectual Property Schedule or the “Groovie Goolies” or “Cricket on the Hearth” Key Entertainment Properties set forth on Section 4.10(a)(iii) of the Intellectual Property Schedule (i) contract or indenture relating to the mortgaging, pledging, any derivative work based in whole or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Rightin part thereon); or (kxviii) agreement that by its terms restricts the activities of or purports to bind any Affiliate of the Company other than the Company’s Subsidiaries. (b) Except as set forth on the Contracts Schedule, true and correct copies of all written contracts and commitments not otherwise described above or listed in which are referred to on the Disclosure Contracts Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating have been made available to the Business Purchaser. (c) Neither the Company nor any of its Subsidiaries is in default in any material respect under, or otherwise in material breach or material violation of, any Material Contract, and each such Material Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights generally and general principles of equity affecting the Business availability of specific performance and not in other equitable remedies. To the ordinary course knowledge of business and consistent with past practices. Seller the Company, each other party to each Material Contract has performed all material obligations required to be performed by it under each Contract and is not (andsuch Material Contract. As of the date hereof, to neither the best knowledge of Seller, no other party is) in breach or violation of, or default under Company nor any of its Subsidiaries has received any written notice during the Contracts last twelve (12) months that any party intends to terminate or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, with the passage of time or the giving of notice (or both), would result in request a default, breach or event of noncompliance under any obligation of any Seller pursuant material amendment to any Material Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its terms.

Contracts and Commitments. Seller (a) Except as set forth on Schedule 3.17(a), neither MetroCorp nor any Subsidiary thereof is not a party to any written ------------------------- or oral: (a) commitment, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days; (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete with any Person, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable bound by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing;following (whether written or oral, express or implied): (i) contract employment contracts, change-in-control agreements or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule severance arrangements (including, without limitation, undertakings any collective bargaining contract or ------------------- commitments union agreement or agreement with an independent consultant); (ii) bonus, stock option, restricted stock, stock appreciation right or other employee benefit arrangement, other than any deferred compensation arrangement or any profit-sharing, pension or retirement plan or welfare plan; (iii) any material lease or license with respect to any governmental property, real or personal, whether as landlord, tenant, licensor or licensee; (iv) a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC or required to be disclosed by MetroCorp on a Current Report on Form 8-K) to be performed in whole or in part after the date of this Agreement that has not been filed or incorporated by reference in the MetroCorp SEC Reports; (v) contract or commitment for capital expenditures with payments aggregating $25,000 or more; (vi) material contract or commitment made in the ordinary course of business for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement; (vii) a shared loss agreement (including any related or ancillary agreement) with the FDIC; (viii) contract or option to purchase or sell any real or personal property other than any contract for the purchase of personal property in the ordinary course of business; (ix) contract, agreement or letter with respect to the management or operations of MetroCorp or the Banks imposed by any bank regulatory authorityauthority having supervisory jurisdiction over MetroCorp or the Banks; (x) note, debenture, agreement, contract or indenture related to the borrowing by MetroCorp or any Subsidiary of money other than those entered into in the ordinary course of business; (xi) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xii) agreement with or extension of credit to any executive officer or director of MetroCorp or the Banks or holder of ten percent (10%) or more of the issued and outstanding MetroCorp Shares, or any affiliate of such person; (xiii) agreement with any executive officer or director of MetroCorp or the Banks or holder of ten percent (10%) or more of the issued and outstanding MetroCorp Shares or any affiliate of such person, relating to bank-owned life insurance (“BOLI”); (xiv) contracts, other than the Business foregoing, with payments aggregating $100,000 or otherwise affecting the Business and more not made in the ordinary course of business and consistent not otherwise disclosed in this Agreement; (xv) any agreement containing covenants that limit the ability of MetroCorp or any of its Subsidiaries to compete in any line of business or with past practicesany person, or that involve any restriction on the geographic area in which, or method by which, MetroCorp (including any successor thereof) or any of its Subsidiaries may carry on its business (other than as may be required by law or any regulatory agency); (xvi) any data processing services agreement or contract that may not be terminated without payment or penalty upon notice of 30 days or less; or (xvii) any agreement pursuant to which MetroCorp or any of its Subsidiaries may become obligated to invest in or contribute capital to any entity. (b) Each contract or commitment set forth in Schedule 3.17 is valid and binding on MetroCorp or its Subsidiaries, as the case may be, and to MetroCorp’s Knowledge, the other parties thereto, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. Seller MetroCorp has performed in all material respects all obligations required to be performed by it under each Contract to date and is not (andin default under, to the best knowledge of Seller, and no other party is) in breach or violation of, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, with the passage lapse of time or the giving of notice (action by a third party is reasonably likely to result in default under, any indenture, mortgage, contract, lease or both), other agreement to which MetroCorp or any Subsidiary thereof is a party or by which MetroCorp or any Subsidiary thereof is bound and would result in a defaultfinancial exposure of $25,000 or more, breach or event of noncompliance under any obligation provision of any Seller pursuant MetroCorp Constituent Documents. A true and complete copy of each contract or commitment set forth in Schedule 3.17 has been delivered or made available to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termsEast West.

Contracts and Commitments. (a) Except (i) as set forth on Schedule 3.10 or (ii) for any Contract entered into subsequent to the date hereof and prior to the Closing as contemplated or permitted by this Agreement or the Seller Reorganization, no Company or Company Subsidiary is not a party to any written ------------------------- or oralany: (a) commitment, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days; (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete with any Person, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgagingContract, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed Contract entered into in the Disclosure Schedule ordinary course of business (including, without limitation, undertakings any lease relating to real property), providing for a term of more than one year from the date of this Agreement (excluding any extension or ------------------- commitments renewal terms capable of being invoked by the counterparty unilaterally); (ii) Contract under which the amount payable by any Company or any Company Subsidiary is dependent on the revenue, income or other similar measure of any Company, Company Subsidiary, or any other Person, other than (A) any Contract for the employment of any officer, individual employee or other Person on a full-time or consulting basis and (B) any written bonus, pension, profit sharing, retirement or other form of deferred compensation plan with respect to employees of any Company or Company Subsidiary; (iii) collective bargaining agreement or Contract with any labor union with respect to employees of any Company or Company Subsidiary; (iv) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan with respect to employees of any Company or Company Subsidiary, other than as described on Schedule 3.14; (v) Contract for the employment of any officer, individual employee or other individual Person on a full-time or consulting basis providing for aggregate base compensation in excess of $300,000 per annum; (vi) Contract with any of their respective officers, directors, managers, stockholders, members or Affiliates or any of their respective relatives or Affiliates (other than (A) those set forth pursuant to clauses (iv) or (v) of this Section 3.10(a), (B) inter-company recharging arrangements in the ordinary course of business, and (C) Contracts entered into (or to be entered into) in connection with the Seller Reorganization pursuant to the Steps Memo); (vii) loan, security or pledge agreement or mortgage providing for the creation of Indebtedness or mortgaging, pledging or otherwise placing a Lien, other than a Permitted Lien, on any material portion of the assets of any Company or Company Subsidiary in favor of any third party; (viii) guaranty of any obligation for borrowed money or other material guaranty (including, for the avoidance of doubt, any cross-guarantees with any member of the Seller Group (either in respect of the obligations of any member of the Seller Group or in respect of the obligations of the Companies or any Company Subsidiary)); (ix) licenses, leases, contracts, agreements and other arrangements with respect to any governmental personal property of any Company or regulatory authorityany Company Subsidiary, including without limitation, distribution, sales and supply Contracts, which provide for annual payments by any Company or any Company Subsidiary in excess of $250,000, except any such licenses, leases, contracts, agreements or other arrangements that can be terminated upon no more than forty-five (45) and relating days’ notice with no liability or penalty in respect of early termination for any Company or Company Subsidiary; (x) Contracts or other arrangements which place any limitation on the method of conducting or scope of the Business including, without limitation, any agreement that contains any exclusivity, non-competition, non-solicitation or no-hire provisions; (xi) Contracts under which the liability of the relevant Company or Company Subsidiary is not subject to any express limitation or, by its express terms, is unlimited (except in relation to fraud) where the payments received thereunder by any Company or any Company Subsidiary during the ten (10)-month period ended on the date of the Latest Balance Sheet was in excess of than $100,000; (xii) Contracts (other than those listed on Schedule 3.10 in response to any other clause of this Section 3.10(a) or in Annex 3 of the Steps Memo as delivered to the Business Purchasers as at the date of this hereof) containing a restriction on (x) change of control, or otherwise affecting (y) assignment, in relation to the Business and not relevant Company or Company Subsidiary where (i) the Contract is with a Key Client, or (ii) the termination of such Contract would have a MATERIAL Adverse Effect; (xiii) Contract or group of related Contracts with the same party for the purchase of products or services (other than employment or consulting services) by any Company or Company Subsidiary which provide for annual payments in excess of $250,000 during the ten (10)-month period ended on the date of the Latest Balance Sheet, except any such Contract or group of related Contracts entered into in the ordinary course of business that can be terminated upon no more than forty-five (45) days’ notice with no liability or penalty in respect of early termination for any Company or Company Subsidiary; (xiv) Contract relating to any completed business acquisition, merger, purchase or sale of securities or MATERIAL assets, or investments by any Company or Company Subsidiary within the last three (3) years; (xv) Contracts relating to or involving any franchise, partnership, joint venture or other similar arrangement or understanding; (xvi) strategic alliance, co-marketing, co-promotion, co-packaging, joint development or similar agreements; (xvii) Contracts with Governmental Entities that are Key Clients; (xviii) MATERIAL license or agreement pursuant to which any Company or Company Subsidiary obtains rights to use any third party Intellectual Property (excluding licenses or agreements granting any Company or Company Subsidiary rights to use readily available commercial software that is generally available on nondiscriminatory pricing terms); (xix) MATERIAL license or agreement pursuant to which any Company or Company Subsidiary licenses or otherwise grants rights to others to use any Company Intellectual Property (together with the licenses and consistent arrangements set forth pursuant to clause (xix) of this Section, the “IP Licenses”); or (xx) any other Contract or other arrangement of any Company or any Company Subsidiary that is MATERIAL to the Business, except any such Contract that can be terminated upon no more than forty-five (45) days’ notice with past practicesno liability or penalty in respect of early termination for any Company or Company Subsidiary. (b) Except as set forth in Schedule 3.10(b), the Sellers have Made Available to the Purchasers a true and complete copy of all written Contracts which are referred to on Schedule 3.10, together with all written material amendments, waivers or other changes thereto (collectively, the “Material Contracts”). (c) All Contracts set forth on Schedule 3.10 are valid and in full force and effect and constitute legal, valid and binding obligations of the applicable Company or Company Subsidiary party thereto and are enforceable against such Company or such Company Subsidiary (as applicable) in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity and the discretion of courts in granting equitable remedies. Seller has performed all There is no event or condition that occurred or exists that constitutes or that, with or without notice, the happening of any event and/or the passage of time, could constitute a material obligations required to be performed default or material breach under any such Material Contract by it under each Contract and is not (andany Company and/or any Company Subsidiary or, to the best knowledge Knowledge of Sellerthe Sellers, no any other party is) in breach or violation ofthereto, or default under could cause the acceleration of any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any material obligation of any Seller pursuant Company and/or Company Subsidiary or loss of any material rights of any Company and/or Company Subsidiary or give rise to any Contract, which breach, violation right of termination or default, if known, could reasonably be expected to result cancellation thereof in an Adverse Effect. Seller has no present expectation or intention favor of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its terms.other party thereto..

Contracts and Commitments. Seller is not a party to any written ------------------------- or oral: (a) commitment, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving any obligation or liability Except as set forth on the part of Seller of more than $50,000 Schedule 3.09 and not cancelable (without liability) within 60 days; (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicatesRHW Assigned Contracts, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description as of the leased itemsdate hereof, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller no Group Company is party to engage in any line of business or compete with any Person, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing;any: (i) contract material agreement or indenture relating to the borrowing of money or to mortgaging, pledging, pledging or otherwise placing an Encumbrance a material Lien on any Purchased Assets material portion of the assets of the Group Companies; (ii) material guaranty of any obligation for borrowed money or other than material guaranty of, or indemnity for, the obligations, performance or lack of performance, of another Person; (iii) lease or agreement under which it is lessee of, or holds or operates any Encumbrance personal property owned by any other party, for which will be extinguished prior to the Closing Dateannual rental exceeds $250,000 (excluding the Real Property Leases); (jiv) assignment, license, indemnification material lease or agreement under which it is lessor of or permits any third party to hold or operate any personal property (excluding the Real Property Leases); (v) Contract or group of related Contracts with the same party for the purchase of products or services that provide for annual payments by a Group Company in excess of $150,000 during the trailing twelve (12) month period ending on the date of the Latest Balance Sheet; (vi) Contract or group of related Contracts involving an estimated total future payment or payments in excess of $100,000 (other contract with respect than Contracts which by their terms continue in perpetuity unless terminated upon notice by any party thereto); (vii) Contract or group of related Contracts having a duration of five (5) years or longer and not otherwise terminable by the Group Company party thereto upon ninety (90) or few calendar days' notice; (viii) Contracts relating to any intangible property completed material business acquisition by any Group Company within the last two (including any Proprietary Right); or2) years; (kix) contracts and commitments not otherwise described above Contract or listed group of related Contracts with a customer that provides annual net revenues (based on the trailing twelve (12) month period ending on the date of the Latest Balance Sheet) to the Group Companies in the Disclosure Schedule excess of $150,000; (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authorityx) and material license relating to the Business or otherwise affecting the Business and not use by any Group Company of any third party intellectual property (other than commercially available software), except in the ordinary course of business business; (xi) any employment, "change of control," retention, severance, consulting or other Contract with any employee of a Group Company; (xii) Contract, including a covenant not to compete, a covenant of exclusivity or a "most favored nations" provision, which restricts the activities of any Group Company; or (xiii) Contract relating to a material joint venture or partnership. (b) The Parent either has been supplied with, or has been given access to, a true and consistent with past practicescorrect copy of all written Contracts that are referred to on Schedule 3.09 (collectively, the “Material Contracts”). Seller has performed all material obligations required to be performed by it under Except as would not have a Material Adverse Effect, (i) each Material Contract (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) is not (valid and binding on each Group Company that is a party thereto, as applicable, and, to Company's knowledge, on each other party thereto, and is in full force and effect, (ii) no Group Company has violated or breached, or committed any default under, any Material Contract, and (iii) to the best knowledge of Sellerthe Company, no other party is) in breach Person has violated or violation ofbreached, or committed any default under under, any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any obligation of any Seller pursuant to any Material Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its terms.

Contracts and Commitments. Seller (a) Except as specifically contemplated by this Agreement and except as set forth on the "Contracts Schedule" or any other schedule attached hereto, the Company is not a party to any or bound by, whether written ------------------------- or oral, any: (ai) commitment, contract, note, loan, evidence of indebtedness, purchase order collective bargaining agreement or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days; (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete contract with any Person, labor union or any arrangements bonus, pension, profit sharing, retirement or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (any other than employment agreements terminable by Seller without premium or penalty on notice form of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement plan or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right hospitalization insurance or any other incentive arrangementsimilar plan or practice, whether formal or informal; (hii) any contract pursuant to for the employment of any officer, individual employee or other person on a full-time or consulting basis or any severance agreements (in each case, except for those which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of are terminable by the foregoingCompany at will without liability therefor); (iiii) contract agreement or indenture relating to the borrowing of money or to mortgaging, pledging, pledging or otherwise placing an Encumbrance a Lien on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date)of its assets; (jiv) assignment, license, indemnification or other contract agreements with respect to the lending or investing of funds; (v) license or royalty agreements; (vi) guaranty of any intangible obligation, other than endorsements made for collection; (vii) lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments in excess of $10,000 annually; (including any Proprietary Right)viii) contract or group of related contracts with the same party continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days or less notice without penalties or involving more than $10,000; (ix) contract which prohibits it from freely engaging in business anywhere in the world; or (kx) contracts and commitments other agreement material to it not otherwise described above or listed entered into in the Disclosure Ordinary Course of Business . (b) Except as disclosed on the Contracts Schedule or any other schedule attached hereto, (including, without limitation, undertakings i) no contract or ------------------- commitments commitment required to be disclosed on the Contracts Schedule has been breached or canceled by the other party and the Company has no Knowledge of any anticipated breach by any other party to any governmental contract set forth on the Contracts Schedule, (ii) no customer has indicated in writing or regulatory authority) and relating orally to the Business Company or otherwise affecting any Seller that it shall stop or materially decrease the Business and not in business done with the ordinary course of business and consistent Company or that it desires to renegotiate its contract or current arrangement with past practices. Seller the Company, (iii) the Company has performed all the material obligations required to be performed by it under each Contract in connection with the contracts or commitments required to be disclosed on the Contracts Schedule and is not in default under or in breach of any contract or commitment required to be disclosed on the Contracts Schedule, and (andiv) each agreement is legal, valid, binding, enforceable and in full force and effect and will continue as such following the consummation of the transactions contemplated hereby. For purposes of this Section 5.11(b), "Knowledge" shall be deemed to include the best actual knowledge of Seller, no other party is) in breach or violation of, or default under any each of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termsNoncompete Parties.

Contracts and Commitments. Seller Schedule 5.6 lists the following Contracts to which a Subject Company is not a party party, or by which a Subject Company is bound to any written ------------------------- or oralperform after the Closing Date: (ai) commitment, contract, note, loan, evidence any written arrangements (or group of indebtedness, purchase order related written arrangements) for the lease of personal property by a Subject Company providing for lease payments in excess of $25,000 per annum and that is not subject to cancellation on not more than 30 days' notice by such Subject Company without penalty or letter increased cost; (ii) any other written arrangement (or group of credit related written arrangements) involving any obligation or liability on the part of Seller aggregate payments by a Subject Company of more than $50,000 25,000 per annum and that is not cancelable (subject to cancellation on not more than 30 days' notice by such Subject Company without liability) within 60 dayspenalty or increased cost; (biii) lease any written arrangement (or group of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (crelated written arrangements) lease of personal property involving any annual expense in excess of $10,000 25,000 per annum for the purchase or sale of raw materials, commodities, supplies, products or other property by a Subject Company or for the furnishing or receipt of services by a Subject Company, including, without limitation, any customer or vendor contracts and that is not cancelable (subject to cancellation on not more than 30 days' notice by such Subject Company without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options)penalty or increased cost; (div) contracts any written arrangement (or agreements (including confidentiality or other similar group of related written arrangements) containing covenants limiting the freedom of Seller to engage in concerning a partnership or joint venture between a Subject Company and any line of business or compete with any Person, or any arrangements or agreements with competitorsother person; (ev) employee any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) of a Subject Company involving more than $25,000 in principal amount or under which is imposed (or may impose) upon a Subject Company a security interest or lien on any of its assets, tangible or intangible; (vi) any written arrangement (or group of related written arrangements) obligating a Subject Company to maintain confidentiality or to refrain from competition or competitive arrangements; (vii) any written arrangement (or group of related written arrangements) involving another Subject Company; (viii) any Employee Plan of such Subject Company and any written arrangement with any of its directors, officers, shareholders or employees in the nature of a collective bargaining agreement, employment agreement or severance agreement; (ix) any written arrangement with any of its directors, officers, shareholders or employees or any member of any such person's immediate family (x) providing for the furnishing of material services by, (y) providing for the rental of material real or personal property from, or (z) otherwise requiring material payments to (other than employment agreements terminable by Seller without premium for services as officers, directors or penalty on notice employees of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefitssuch Subject Company), consultingany such person or any corporation, advisory or service agreementpartnership, deferred compensation agreement, confidentiality agreement or covenant not to compete trust or other contracts with Representatives of Sellerentity in which any such person has a substantial interest as a shareholder, officer, director, trustee or partner; (fx) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; written arrangement (hor group of related written arrangements) contract pursuant to which it has advanced either involving aggregate payments of more than $25,000 or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not entered into in the ordinary course of business and consistent with past practicespractice; (xi) any other written arrangement (or group of related written arrangements) under which the consequences of a default or termination is reasonably likely to have a Material Adverse Effect; (xii) any material written agreement with any Personnel or other affiliates of a Subject Company; or (xiii) any oral contract, agreement or other arrangement with respect to any of the matters referred to in the foregoing clauses (i) through (xii) and any obligation (oral or written) to enter into any contract, agreement or other arrangement with respect to any of the matters referred to in the foregoing clauses (i) through (xi). Seller Each Subject Company has performed all material delivered to Buyer a correct and complete copy of each written arrangement listed under the name of such Subject Company in Schedule 5.6 and has included as part of Schedule 5.6 a brief summary of any such oral contracts, agreements or other arrangements and any obligations required (oral or written) to enter into any such contracts, agreements or other arrangements, in each case as described in clause (xiii) above. Except as set forth on Schedule 5.6, with respect to each written arrangement listed, (A) the written arrangement is legal, valid, binding, enforceable (except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law) and in full force and effect; (B) the written arrangement will continue to be performed legal, valid binding, enforceable (except as such enforceability may be limited by it under each Contract (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law) and in full force and effect on identical terms following the Closing Date; (C) there is not (no default by any Subject Company to any Contract, and, to the best knowledge of SellerMJ GeneWorks and the Shareholders, no default by any third party to any such Contract, in each case which default is reasonably likely to have a Material Adverse Effect; and (D) no Subject Company is in material breach or default, and to the knowledge of MJ GeneWorks or the Shareholders no other party is) is in material breach or violation of, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if knownunder any written agreement, could reasonably be expected and to result in an Adverse Effect. No the knowledge of MJ GeneWorks or its Shareholders no event has occurred which, which with the passage notice or lapse of time or the giving of notice (or both), would result in could constitute a default, material breach or event of noncompliance default or permit termination, modification or acceleration under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termswritten agreement.

Contracts and Commitments. Seller (a) Except as filed as an exhibit to Company’s SEC Reports, set forth on Schedule 3.15, or except as contemplated by this Agreement, neither Company, nor the Company Subsidiaries, nor the entities listed on Schedule 3.1(b) is not a party to or bound by any oral or written ------------------------- contract, obligation or oralcommitment of any type in any of the following categories: (ai) commitmentagreements or arrangements that contain severance pay, contractunderstandings with respect to tax arrangements, noteunderstandings with respect to expatriate benefits, loanor post-employment liabilities or obligations; (ii) agreements or plans under which benefits will be increased or accelerated by the occurrence of any of the transactions contemplated by this Agreement, evidence or under which the value of indebtednessthe benefits will be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) agreements, contracts or commitments currently in force relating to the disposition or acquisition of assets other than in the ordinary course of business, or relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise; (iv) agreements, contracts or commitments for the purchase order of materials, supplies or letter 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 credit involving 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 or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 daysCompany or the Company Subsidiaries; (bvii) lease agreements, contracts or commitments which limit or restrict (A) where Company or any of real property other than the Location Contracts Company Subsidiaries may conduct business, (B) the Disclosure Schedule indicatestype or lines of business (current or future) in which they may engage, or (C) any acquisition of assets or stock (tangible or intangible) by Company or any of the Company Subsidiaries; (viii) agreements, contracts or commitments, under which the aggregate payments or receipts for the past 12 months exceeded $250,000, containing any agreement with respect to each lease listed on a change of control of Company or any of the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased)Company Subsidiaries; (cix) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicatesagreements, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality commitments for the borrowing or other similar arrangements) containing covenants limiting the freedom lending of Seller to engage in any line of business or compete with any Personmoney, or any arrangements the availability of credit (except credit extended by Company or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating Company Subsidiaries to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not customers in the ordinary course of business and consistent with past practices. Seller has performed all material obligations 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 performed filed as an exhibit to a periodic report under the Exchange Act, as provided by it 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 is not (and, date on Schedule 3.15(a) to the best knowledge of Seller, no other party isCompany Disclosure Statement. (b) in breach or violation of, or default under Neither Company nor any of the Contracts Company Subsidiaries, nor to the knowledge of Company any other party to a Company Contract, has breached, violated or other instrumentsdefaulted under, obligationsor received notice that it has breached, evidences of indebtedness violated or commitments described in defaulted under, (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred nor does there exist any condition under which, with the passage of time or the giving of notice (or both), would result in a default, breach or event of noncompliance under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result 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 expected to have, individually or in an the aggregate, a Company Material Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. . (c) Each Company Contract described on the Disclosure Schedule 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 not had, or could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and 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 each Company Contract (other than agreements or contracts with respect to technology related information that is not publicly available) has been made available (including via ▇▇▇▇▇) to Parent.

Contracts and Commitments. Seller (a) Section 2.15 of the Stockholder Disclosure Schedule lists the following contracts and agreements to which the Company is not a party to any party, which are currently in effect, whether oral or written ------------------------- (each, a “Contract”), other than Contracts disclosed in Sections 2.12, 2.18 or oral2.19 of the Stockholder Disclosure Schedule: (ai) commitmentany joint venture or partnership Contract; (ii) any Contract for the employment or engagement of any officer, contractindividual Service Provider or consultant or relating to severance pay for any such Person, note, loan, evidence except for offer letters in substantially the form made available to Higher One; (iii) any confidentiality Contract other than confidentiality Contracts entered into by the Company in the Ordinary Course of indebtedness, purchase order Business; (iv) any Contract relating to the voting or letter control of credit involving the Shares or the election of directors of the Company; (v) any Contract (including any indenture) relating to the borrowing of money or placing a Lien on any of the assets of the Company; (vi) any guaranty of any obligation for borrowed money or liability on otherwise; (vii) any lease Contract under which it is lessor or lessee of any personal property; (viii) any Contract or group of related Contracts with the part same party for the purchase by the Company of Seller products or services under which the undelivered balance of such products or services is in excess of $25,000 over the remaining term of the Contract; (ix) any Contract or group of related Contracts with the same party for the sale by the Company of products or services; (x) any Contract or group of related Contracts with the same party not otherwise disclosed in Section 2.15 of the Stockholder Disclosure Schedule (other than any Contract or group of related Contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days’ or less notice without penalty and involving more than $50,000 25,000 over the remaining term of the Contract; (xi) any Contract which prohibits the Company or any other Affiliate or any of their Service Providers from freely engaging in any business, or which prohibits the Company or any other Affiliate from soliciting customers, alternative suppliers or any other business, anywhere in the world, including any Contract containing exclusivity provisions; (xii) any Contract for the distribution of the products or services of the Company (including any distributor, broker and sales Contract); (xiii) any franchise Contract, marketing Contract, or royalty Contract; (xiv) any Contract or commitment for capital expenditures in excess of $10,000; (xv) any Contract for the sale of any capital asset; (xvi) any Contract not cancelable otherwise disclosed in Section 2.15 of the Stockholder Disclosure Schedule but providing for payments in excess of $25,000 in any calendar year; (without liabilityxvii) within 60 daysany Contract under which the rights of the Company may be adversely affected in any material respect as a result of transactions contemplated by this Agreement; (xviii) any power of attorney granted by the Company to any regulatory authority or other Person; and (xix) any Contract not otherwise disclosed in Section 2.15 of the Stockholder Disclosure Schedule which is either material to the business of the Company, taken as a whole, or was not entered into in the Ordinary Course of Business. (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete with any Person, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not in the ordinary course of business and consistent with past practices. Seller The Company has performed all of its material obligations required to be performed by it at or prior to the Closing under each Contract the Contracts required to be disclosed in the Stockholder Disclosure Schedule and is not (in default in any material respect, and, to the best knowledge Knowledge of Sellerthe Executive Officers and Stockholders, no other party is) is not in breach or violation of, or receipt of any written claim of a default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effectsuch Contract. No event has occurred which, with the passage of time or the giving of notice (or both), would result in a default, breach or event of noncompliance under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller The Company has no present expectation or intention of not fully performing any material obligation pursuant to any such Contract or commitment required to be disclosed in the Stockholder Disclosure Schedule. To the Knowledge of the Executive Officers and Stockholders, there is no current material breach or anticipated material breach by any other party to any such Contract. Each No party to any Contract described on has indicated to the Company in writing that it intends to terminate such Contract. (c) Prior to the date of this Agreement, Higher One has been supplied with or given an opportunity to review a true and correct copy of each written Contract, and a written description of each oral Contract, referred to in the Stockholder Disclosure Schedule is valid(whether or not under the caption referencing this Section 2.15), ------------------- binding together with all material amendments, waivers or other changes thereto. Section 2.15(c) of the Stockholder Disclosure Schedule lists each oral Contract referred to in the Stockholder Disclosure Schedule (whether or not under the caption referencing this Section 2.15), and enforceable in accordance with its termssets forth a description of the material terms thereof.

Contracts and Commitments. Seller is not a party to any written ------------------------- or oral: (a) commitmentExcept as set forth on Schedule 3.09(a) or as would constitute a Company Employee Benefit Plan, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days; (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description as of the leased itemsdate hereof, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller no Group Company is party to engage in any line of business or compete with any Person, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing;any: (i) contract material Contract or indenture relating to the mortgaging, pledgingborrowing of money; (ii) material guaranty of any obligation for borrowed money or other material guaranty; (iii) Contracts relating to any completed material business acquisition or disposition by any Group Company within the last two (2) years; (iv) lease or Contract under which it is lessee of, or otherwise placing an Encumbrance on holds or operates any Purchased Assets personal property owned by any other party, for which the annual rental exceeds $250,000 (other than any Encumbrance which will be extinguished prior to excluding the Closing DateReal Property Leases); (jv) assignment, license, indemnification lease or other contract with respect Contract under which it is lessor of or permits any third party to hold or operate any intangible personal property for which the annual rental exceeds $250,000 (including any Proprietary Rightexcluding the Real Property Leases); or; (kvi) contracts Contract or group of related Contracts with the same party for the purchase of products or services that (x) is not terminable by the Group Companies upon thirty (30) days notice or less and commitments not otherwise described above (y) provides for annual payments by a Group Company in excess of $250,000 during the trailing twelve (12) month period ending on the date of the Latest Balance Sheet; (vii) material license or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and royalty Contract relating to the Business use of any third party intellectual property (other than commercially available software); (viii) Contract including covenants not to compete; (ix) collective bargaining Contract or otherwise affecting other Contract with any labor union; (x) Contract requiring an annual or lump-sum payment of $500,000 or more for the Business and not employment of any officer, individual employee or other Person on a full-time or consulting basis or any severance agreements; (xi) Contract with any Affiliate, or current or former officer or director, of any Group Company; (xii) Contract pursuant to which any assets or properties of the Group Companies are subject to any Lien, other than Permitted Liens; (xiii) Contract with any Governmental Entity (other than a Contract entered into in the ordinary course of business and consistent business); (xiv) Contract that provides for any joint venture, partnership or similar arrangement with past practices. Seller has performed all material a Group Company; or (xv) any Contract that provides for earn-outs or other contingent obligations required to be performed paid by it under any Group Company. (b) The Parent either has been supplied with, or has been given access to, a true and correct copy of all written Contracts that are referred to on Schedule 3.09(a) (collectively, the “Material Contracts”). Except as would not be material to the Group Companies taken as a whole, each Material Contract (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) is valid and binding on each Group Company that is a party thereto, as applicable, and is in full force and effect. (c) Except as would not (and, be material to the best Group Companies taken as a whole, (i) no Group Company has violated or breached, or committed any default under, any Material Contract; (ii) to the knowledge of Sellerthe Company, as of the date of this Agreement, no other party is) in breach Person has violated or violation ofbreached, or committed any material default under under, any Material Contract; and (iii) as of the date hereof, no event has occurred and is continuing through any Group Company’s actions or inactions that will result in a violation or breach of any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any obligation provisions of any Seller pursuant to any Material Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its terms.

Contracts and Commitments. Seller (i) Except (i) as expressly contemplated by this Agreement (ii) as set forth on the attached Schedule 5K - Contracts, Schedule 5Q - Employee Benefits or Schedule 5U - Real Property, (iii) for agreements which were contained in the facility files in the data room at LCA's headquarters on June 19 and 20, 1996, the originals of which will be delivered by LCA to the Company pursuant to Section 3I (the "Facility File Contracts"), (iv) agreements provided to Purchaser's special counsel through the date hereof, indices of which are attached as Schedule 5K(iv)-Supplemental Contracts and (v) for agreements which are terminable by the Company upon 90 days or less notice without penalty or not otherwise material, neither the Company nor any Subsidiary is not a party to or bound by any written ------------------------- or oral: (a) commitmentpension, contractprofit sharing, notestock option, loanemployee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, evidence of indebtednessor any collective bargaining agreement or any other contract with any labor union, purchase order or letter of credit involving any obligation severance agreements, programs, policies or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 daysarrangements; (b) lease contract for the employment of real property any officer, individual employee or other than the Location Contracts (the Disclosure Schedule indicatesPerson on a full-time, with respect to each lease listed on the ------------------- Disclosure Schedulepart-time, the term, annual rent, location, renewal options and number ------------------- of square feet leased);consulting or other basis (c) lease of personal property involving contract under which the Company or any annual expense Subsidiary has advanced or loaned any other Person amounts in excess of the aggregate exceeding $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options)50,000; (d) contracts agreement or agreements indenture relating to Indebtedness (including confidentiality other than borrowed money) in amounts in excess of $50,000, any agreement or other similar arrangements) containing covenants limiting indenture relating to borrowed money, or the freedom mortgaging, pledging or otherwise placing a Lien on any material asset or material group of Seller to engage assets of the Company or any Subsidiary except for, in any line of business or compete with any Personcase, or any arrangements or agreements with competitorsIndebtedness that will be discharged by the Existing Stockholders at the Closing; (e) employee collective bargaining agreementguarantee of any obligation, employment agreement (other than employment agreements terminable by Seller without premium those to be released at or penalty on notice of 30 days or less under which prior to the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of SellerClosing; (f) contract lease or agreement with under which the Company or any officerSubsidiary is lessee of or holds or operates any property, director real or employee (personal, owned by any other than employment agreements disclosed in response to clause (e) party, except for any lease of real or excluded from personal property under which the scope of clause (e) above), agent, or attorney-in-fact of Selleraggregate annual rental payments do not exceed $50,000; (g) compensation arrangements, bonus lease or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right agreement under which the Company or any other incentive arrangementSubsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any Subsidiary; (h) contract pursuant to or group of related contracts with the same party or group of affiliated parties the performance of which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any involves consideration in excess of the foregoing$50,000; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract agreement with respect to any intangible property (including including, without limitation, any Proprietary RightIntellectual Property); or; (j) any warranty agreement with respect to its services rendered or its products sold or leased; (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule agreement under which it has granted any Person any registration rights (including, without limitation, undertakings demand and piggyback registration rights); (l) distribution or ------------------- commitments to franchise agreement; (m) contract or agreement expressly prohibiting it from freely engaging in any governmental business or regulatory authority) and relating to the Business or otherwise affecting the Business and not competing anywhere in the ordinary course world; or (n) any other agreement which involves a consideration in excess of $50,000 annually. (ii) Those Facility File Contracts which if canceled or terminated could reasonably be expected to materially impair the business of the Company or the Company's ability to provide necessary services to a significant number of its patients or hinder the Company's compliance with Legal Requirements, and consistent all of the contracts, agreements and instruments set forth on Schedule 5K - Contracts, are referred to collectively as the "Applicable Contracts." The Applicable Contracts are valid, binding and enforceable against the Company in accordance with past practicestheir respective terms. Seller The Company has performed all material obligations required to be performed by it under each Contract the Applicable Contracts and is not (andnot, except as set forth on Schedule 5K - Contracts, in material default under or in breach of nor in receipt of any written claim of material default or breach under any Applicable Contract; to the best knowledge of SellerExisting Stockholders' knowledge, no other party is) in breach or violation of, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, which with the passage of time or the giving of notice (or both), both would result in a defaultmaterial default or breach by the Company or any Subsidiary under any Applicable Contract; to the Existing Stockholders' knowledge, there is no breach or event of noncompliance under any obligation of any Seller pursuant anticipated breach by the other parties to any Applicable Contract. (iii) The Purchaser's special counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which breachare referred to on Schedule 5K - Contracts, violation together with all amendments, waivers or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termsother changes thereto.

Contracts and Commitments. Seller is not a party to any written ------------------------- or oral: (a) commitmentSchedule 3.13(a) sets forth a complete and accurate list of all Material Contracts (as hereinafter defined) as of the date hereof. For purposes of this Agreement, contract, note, loan, evidence of indebtedness, purchase order “Material Contracts” means (i) all agreements (whether written or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable verbal) (without liability) within 60 days; (b) lease of real property other than purchase orders that do not materially amend the Location Contracts terms of such agreements on an ongoing basis) with the (1) largest sixteen (16) customers of the Company and its Subsidiaries, taken as a whole (by dollar volume of sales), during the years ended December 31, 2020 and December 31, 2021 (the Disclosure Schedule indicates“Major Customers”) and (2) the largest ten (10) suppliers of the Company and its Subsidiaries, taken as a whole (by dollar volume of purchases), during the years ended December 31, 2020 and December 31, 2021 (the “Major Suppliers”); (ii) all joint venture agreements, partnership agreements, strategic alliance or similar contract or any agreement involving a sharing of profits, revenues, losses, costs or liabilities with respect any person; (iii) any agreements granting to each lease listed any person a right of first refusal, or similar right or option to purchase or acquire any assets or business of the Company or any of its Subsidiaries; (iv) any agreements entered into by the Company or any of its Subsidiaries within three (3) years prior to the date hereof for the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any person, business or material assets that contain continuing payment obligations of the Company or any of its Subsidiaries; (v) any agreements executed with Affiliates, (vi) agreements executed with any Governmental Authority, (vii) collective bargaining agreements or agreements with any labor organization, union or association; (viii) bonus, pension, profit-sharing, retirement or other form of deferred compensation plan; (ix) any contract for the employment of any officer, individual employee or other person on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); a full-time or consulting basis providing (ca) lease of personal property involving any annual expense for base compensation in excess of $10,000 150,000, (b) a payment, benefit or accelerated vesting plan upon the execution of this Agreement or the transactions contemplated by this Agreement, or (c) for payment upon the severance of any officer, individual employee, or other person on a full-time, part-time, consulting or other basis; (x) agreements which provide for, or relate to, the incurrence by the Company or any of its Subsidiaries of indebtedness for borrowed money, and not cancelable (without liability) within 60 days (Capital Leases of the Disclosure ---------- Schedule indicates, Company or any of its Subsidiaries with respect to each lease listed on an aggregate amount greater than $250,000, (xi) all mortgages, pledges and guarantees of indebtedness of persons other than the Disclosure -------- ---------- ScheduleCompany or its Subsidiaries, a general description (xii) all agreements that limit, or would reasonably be expected to limit, the ability of the leased items, term, annual rent, location and renewal options); (d) contracts Company or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom any of Seller its Subsidiaries to engage in any line of business or compete with in any Personbusiness in a geographic area, or to solicit, or solicit the business of, any arrangements person and/or to hire any person; (xiii) agreements that grant any person exclusivity rights or agreements with competitors; contain a “most favored nations” provision; (exiv) employee collective bargaining agreementany contract that relates to the retention by the Company of any broker or other sales agent, employment agreement (other than employment agreements terminable by Seller without premium distributor or penalty on notice of 30 days representative or less under advertising or marketing entity or through which the only monetary obligation Company or any of Seller its Subsidiaries is to make current wage appointed or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), authorized as a sales agent, distributor or attorney-in-fact of Seller; (g) compensation arrangementsrepresentative, bonus or benefit plansin each case, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds involving payments to any other Person or such person in excess to do $50,000; and (xv) any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not in the ordinary course of business and consistent with past practices. Seller has performed all material obligations required to be performed by it under each Contract and is not (and, to the best knowledge of Seller, no other party is) in breach or violation of, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termsIP Licenses.

Contracts and Commitments. Seller (a) Except (x) as set forth on the Contracts Schedule and (y) for agreements entered into by the Company or its Subsidiaries after the date hereof in accordance with Section 8.01, neither the Company nor its Subsidiaries is not a party to any written ------------------------- or oralany: (ai) commitment, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving collective bargaining agreement with any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 dayslabor union; (bii) lease written pension, employee profit sharing, retirement or other form of real property other deferred compensation plan pursuant to which the Company has obligations greater than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased)$250,000 per annum; (ciii) lease equity purchase, option or similar plan; (iv) contract for the employment of personal property involving any annual expense officer, individual employee or other person on a full‑time or consulting basis providing for base salary compensation or consulting fees in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options)250,000 per annum; (dv) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete with any Person, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the borrowing of money or to mortgaging, pledging, pledging or otherwise placing an Encumbrance a Lien, except for Permitted Liens, on any Purchased Assets material portion of the assets of the Company and its Subsidiaries; (vi) guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $500,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $500,000; (ix) contract or group of related contracts (other than Investment Advisory Contracts) with the same party for the purchase or sale of property or for the furnishing or receipt of services which provided for payments by the Company or its Subsidiaries in excess of $500,000 during the trailing twelve (12)‑month period ending on the date of the Latest Balance Sheet; (x) agreements relating to any Encumbrance which will be extinguished completed material business acquisition by the Company or its Subsidiaries within three (3) years prior to the Closing Date)date hereof; (jxi) assignment, license, indemnification material license or royalty agreement relating to the use of any third-party Intellectual Property (other than off-the-shelf software) for which the royalty payments exceeded $500,000 during the trailing twelve (12)‑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 for which the royalty payments exceeded $500,000 during the trailing twelve‑month period ending on the date of the Latest Balance Sheet; (xiii) Investment Advisory Contract; (xiv) contract with any service provider to provide services to or on behalf of any Client; (xv) agreements with respect to any intangible property the lending or investing of material funds to other Persons (including any Proprietary Right); or (k) contracts other than Private Funds and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments advances to any governmental or regulatory authority) employees and relating to the Business or otherwise affecting the Business and not accounts receivable in the ordinary course of business business); (xvi) contract with any Governmental Entity, other than the Investment Advisory Contracts; (xvii) contract (other than customary confidentiality and consistent with past practices. Seller has performed all material obligations required to be performed by it under each Contract and is non-solicitation agreements entered into in the ordinary course that individually or in the aggregate would not (and, to the best knowledge of Seller, no other party is) in breach or violation of, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result materially impact the Company's or any of its Subsidiary's business) providing for exclusive dealing or which places any limitation on the Company or its Subsidiaries from freely engaging in an Adverse Effect. No event has occurred whichbusiness anywhere in the world; (xviii) any contract that contains a "clawback" or similar undertaking requiring the contribution, reimbursement or refund by the Company of any prior material distribution, return of capital or fees (whether performance based or otherwise) paid to the Company; or (xix) any contract with (i) any Affiliate (other than the passage Company's Subsidiaries) of time the Company, (ii) any current or former director, officer, employee, consultant or five percent (5%) or more stockholder of the giving Company or any Affiliate of notice any of the foregoing, or (iii) any "associate" or both)member of the "immediate family" (as such terms are respectively defined in Rule 12b‑2 and Rule 16a‑1 of the Securities Exchange Act of 1934, would result as amended) of a person identified in a defaultclauses (i) or (ii) of this paragraph. (b) Except as set forth on the Contracts Schedule, breach or event true and correct copies of noncompliance all contracts which are referred to on the Contracts Schedule have been made available to the Purchaser. (c) To the Company's Knowledge, neither the Company nor its Subsidiaries is in default in any material respect under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described contract listed on the Disclosure Schedule Contracts Schedule, and each such contract is valid, ------------------- binding binding, enforceable and enforceable in accordance with its termsfull force and effect, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Contracts and Commitments. Seller (a) Except as set forth on Schedule 3.13, neither of Chouteau or the Subsidiaries (i) is not a party to any collective bargaining agreement or contract with any labor union, (ii) is a party to any written ------------------------- or oral: oral contract relating to any consulting services or to severance pay for any person, (aiii) commitmentis a party to any written or oral agreement or understanding to repurchase assets previously sold (or to indemnify or otherwise compensate the purchaser in respect of such assets), contractexcept for securities sold under a repurchase agreement providing for a repurchase date 30 days or less after the purchase date, note(iv) is a party to any (A) contract or group of related contracts with the same party for the purchase or sale of products or services, loan, evidence under which the undelivered balance of indebtedness, such products and services has a purchase order or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days; (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense price in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in 50,000 for any line of business or compete with any Personindividual contract, or any arrangements (B) other contract or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice group of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other related contracts with Representatives the same party continuing over a period of Seller; (f) contract or agreement with any officer, director or employee (other more than employment agreements disclosed in response to clause (e) or excluded six months from the scope of clause (e) above)date or dates thereof, agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments is not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not entered into in the ordinary course of business and consistent is either not terminable by it on 30 days' or less notice without penalty or involves more than $50,000 for any individual contract, or (C) other agreement material to the business of Chouteau and the Subsidiaries, taken as a whole, which is not entered into in the ordinary course of business, or (v) has any commitments for capital expenditures in excess of $25,000. (b) Except as disclosed on Schedule 3.13, (i) to the best knowledge of Chouteau and the Subsidiaries, since the date of the Latest Balance Sheets, no customer has indicated that it will stop or decrease the rate of business done with past practices. Seller Chouteau or the Subsidiaries (except for changes in the ordinary course of such business) that would, individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of Chouteau and the Subsidiaries, taken as a whole; (ii) each of Chouteau and the Subsidiaries has performed all material obligations required to be performed by it under each Contract and is not (and, prior to the best knowledge date hereof in connection with the contracts or commitments set forth on Schedule 3.13, and neither of Seller, no other party is) Chouteau or the Subsidiaries is in breach or violation of, or receipt of any claim of default under any contract or commitment set forth on Schedule 3.13, except for any failures to perform, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of Chouteau and the Contracts or other instrumentsSubsidiaries, obligations, evidences taken as a whole; (iii) neither of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, with the passage of time Chouteau or the giving of notice (or both), would result in a default, breach or event of noncompliance under Subsidiaries has any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any material obligation pursuant to any Contract. Each Contract described contract or commitment set forth on Schedule 3.13; and (iv) to the best knowledge of Chouteau and the Subsidiaries, there has been no cancellation, breach or anticipated breach by any other party to any contract or commitment set forth on Schedule 3.13, except for any cancellation, breach or anticipated breach which would not, individually or in the aggregate, have a material adverse effect on the Disclosure Schedule is validbusiness, ------------------- binding operations or financial condition of Chouteau and enforceable in accordance with its termsthe Subsidiaries, taken as a whole.

Contracts and Commitments. Seller is not a party to any written ------------------------- or oral: (a) commitmentExcept as disclosed in SCHEDULE 3.13(A) of the Company Disclosure Schedules, contractneither the Company nor any Subsidiary is a party or bound to any (collectively, note, loan, evidence of indebtedness, purchase order the "Material Contracts"): (i) collective bargaining agreement or letter of credit involving contract with any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 dayslabor union; (bii) lease bonus, pension, profit sharing, retirement, or other form of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased)deferred compensation plan; (ciii) lease hospitalization insurance or similar plan or practice, whether formal or informal; (iv) contract for the employment of personal property involving any annual expense officer, individual employee, or other person on a full-time or consulting basis or relative to severance pay for any such person; (v) agreement or indenture relating to the borrowing of money in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicatesor to mortgaging, with respect to each lease listed pledging or otherwise placing a lien on the Disclosure -------- ---------- Schedule, a general description any of the leased items, term, annual rent, location and renewal options)assets of the Company; (dvi) contracts guaranty of any obligation for borrowed money or agreements (including confidentiality or otherwise, other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete with any Person, or any arrangements or agreements with competitorsthan endorsements made for collection; (evii) employee collective bargaining agreementlease or agreement under which it is lessor of, employment agreement or permits any third party to hold or operate, any property, real or personal, for an annual rental in excess of $10,000; (other than employment agreements terminable by Seller without premium viii) contract or penalty on notice group of 30 days related contracts with the same party for the purchase of products or less services, under which the only monetary obligation undelivered balance of Seller is to make current wage or salary payments such products and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives services has a purchase price in excess of Seller$10,000; (fix) 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 $10,000; (x) other contract or group of related contracts with the same party continuing over a period of more than six months from the date or dates thereof, either not terminable by it on 30 days' or less notice without penalty or involving more than $10,000; (xi) contract which prohibits 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 agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Datecustomary terms); (jxv) assignment, license, indemnification license agreement or agreement providing for the payment or receipt of royalties or other contract compensation by the Company or any Subsidiary in connection with respect to any intangible property (including any Proprietary Right)the proprietary rights as disclosed on SCHEDULE 3.14 of the Company Disclosure Schedules; or (kxvi) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating other agreement material to the Business Company's or otherwise affecting the Business and any Subsidiary's business or not entered into in the ordinary course of business. (b) Except as specifically disclosed on SCHEDULE 3.13(B) of the Company Disclosure Schedules, (i) no contract or commitment required to be disclosed under such caption has been breached or canceled by the other party; (ii) 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 consistent with past practices. Seller has the Subsidiaries' businesses; (iii) the Company and the Subsidiaries have performed all material obligations required to be performed by it them in connection with the contracts or commitments required to be disclosed under each Contract such caption and is are not (and, to the best knowledge in receipt of Seller, no other party is) in breach or violation of, or any claim of default under any of contract or commitment required to be disclosed under such caption; (iv) neither the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event Company nor any Subsidiary 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 under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described contract or commitment or commitment set forth under such caption; and (v) neither the Company nor any Subsidiary has any knowledge of any breach or anticipated breach by any other party to any contract or commitment set forth under such caption. (c) Prior to the date of this Agreement, Parent has been supplied with a true and correct copy of each written contract or commitment, and a written description of each oral contract or commitment, disclosed on SCHEDULE 3.13 of the Company Disclosure Schedule is validSchedules, ------------------- binding and enforceable in accordance together with its termsall amendments, waivers or other changes thereto.

Contracts and Commitments. Seller (i) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule, the attached Intellectual Property Schedule, the attached Employees Schedule or the attached Employee Benefits Schedule, neither the Company nor any of its Subsidiaries is not a party to or bound by any written ------------------------- or oral: (a) commitmentpension, contractprofit sharing, noteequity option or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement or practice, loanwhether formal or informal, evidence involving the payment of indebtedness, purchase order or letter consideration in excess of credit involving $10,000 to any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 daysindividual; (b) lease of real property collective bargaining agreement or any other than the Location Contracts (the Disclosure Schedule indicatescontract with any labor union, with respect to each lease listed on the ------------------- Disclosure Scheduleor any severance agreements, the termprograms, annual rent, location, renewal options and number ------------------- of square feet leased)policies or arrangements; (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, contract with respect to each lease a casino or other gaming establishment that is listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options)Customers Schedule attached hereto; (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom contract with a provider of Seller to engage in any line of business or compete with any Person, or any arrangements or agreements with competitorsvault cash; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete contract or other contracts agreement with Representatives First Data Corporation, FDFS Holdings, LLC or any of Sellertheir Affiliates that restricts or otherwise impairs the business of the Company or any of its Subsidiaries or that involves payments by or payments to the Company or any of its Subsidiaries of amounts in excess of $100,000 in any twelve-month period; (f) management agreement or contract or agreement with for the employment of any officer, director individual employee or employee (other than employment agreements disclosed Person on a full-time, part-time, consulting or other basis providing annual cash or other compensation in response to clause (e) excess of $150,000 or excluded from providing for the scope payment of clause (e) above), agent, any cash or attorney-in-fact other compensation or benefits upon the consummation of Sellerthe transactions contemplated hereby; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to under which it has advanced or loaned funds monies in excess of $250,000 individually or made any investments, or agreed to advance or loan funds in the aggregate to any other Person (other than advances to its employees in the ordinary course of business consistent with past practice); (h) agreement or indenture relating to do borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset or group of assets of the Company or any of the foregoingits Subsidiaries or any letter of credit arrangements; (i) contract or indenture relating to the mortgaging, pledging, guaranty of any obligation for borrowed money or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to endorsements made for collection in the Closing Dateordinary course of business); (j) lease or agreement under which it is lessee of or holds or operates any property, real or personal, owned by any other Person, except for any lease of personal property under which the aggregate annual rental payments do not exceed $250,000; (k) 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, except for the placement and operation of cash access machines at gaming establishments in the ordinary course of business; (l) inbound or outbound license, royalty, indemnification, assignment or other agreement relating to Intellectual Property Rights, except for a royalty-free license of off-the-shelf, unmodified, commercially available software for use (but not redistribution) by the Company or any of its Subsidiaries having an aggregate value for all related licenses thereof of less than $75,000; (m) nondisclosure or confidentiality agreements (other than those entered into in the ordinary course of business with customers, suppliers, employees and potential business partners); (n) contract or group of related contracts with the same party or group of affiliated parties for the purchase of supplies, products, equipment or other personal property or for the receipt of services under which the undelivered balance of such products and services has a selling price in excess of $250,000; (o) contract or group of related contracts with the same party or group of affiliated parties for the sale of supplies, products, equipment or other personal property or for the furnishing of services under which the undelivered balance of such products or services due from it has a selling price in excess of $250,000, which contracts need not be listed on the Contracts Schedule but shall be subject to the representations and warranties in subparagraph 5M(ii) below; (p) material contract relating to the marketing, sale, advertising or promotion of its products or services, other than contracts with gaming establishments entered into in the ordinary course of the Company’s business, which contracts need not be listed on the Contracts Schedule but shall be subject to the representations and warranties in subparagraph 5M(ii) below; (q) agreements relating to the ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments; (r) assignment, license, indemnification or other contract agreement with respect to any intangible property (excluding Intellectual Property Rights and excluding indemnification provisions in contracts with gaming establishments entered into in the ordinary course of the Company’s business, which contracts need not be listed on the Contracts Schedule but shall be subject to the representations and warranties in subparagraph 5M(ii) below); (s) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights), other than pursuant to the Membership Unit Purchase Agreement; (t) material broker, agent, sales representative or distribution agreement or agreement relating to the export and/or import of any Proprietary Rightgoods or equipment; (u) power of attorney or other similar agreement or grant of agency; (v) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (w) contract or agreement with any Governmental Entity (other than in the ordinary course of business as are usual and customary with respect to the Company’s business); or (kx) contracts and commitments not otherwise described above other agreement which is material to its operations or listed business prospects or involves an annual consideration in the Disclosure Schedule (includingexcess of $250,000, without limitation, undertakings whether or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not in the ordinary course of business and consistent with past practices. Seller has performed all material obligations required to be performed by it under each Contract and is not (and, to the best knowledge of Seller, no other party is) in breach or violation of, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termsbusiness.

Contracts and Commitments. Seller is not a party to any written ------------------------- or oral: (a) commitmentSection 4.20 of the Company Disclosure Schedule lists the following Contracts (other than any Employee Benefit Plan or Leases) to which the Company or any of its Subsidiaries is a party, contractin each case, noteas of the date of this Agreement (collectively, loan, evidence the “Material Contracts”): (i) any Contract involving payments by the Company or any of indebtedness, purchase order or letter of credit involving any obligation or liability on the part of Seller its Subsidiaries of more than $50,000 and not cancelable 500,000 in the last twelve months prior to the date of this Agreement (without liability) within 60 days; (b) lease of real property other than Contracts that are terminable by the Location Contracts Company or the applicable Subsidiary without penalty or with de minimis penalty and on ninety (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased90) days’ notice or less); (cii) lease any Contract involving payments to the Company or any of personal property involving any annual expense its Subsidiaries of more than $500,000 in excess the last twelve months prior to the date of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options)this Agreement; (diii) contracts any collective bargaining agreement or agreements similar labor-related Contract with any labor union relating to employees of the Company or any of its Subsidiaries; (iv) Contracts relating to any acquisition or disposition of any Person, equity interests in any Person or any assets (other than purchases and sales of Retail Installment Sale Contracts or sales of obsolete assets in each case in the Ordinary Course of Business) made by the Company or its Subsidiaries, with material obligations remaining to be performed or material liabilities continuing after the date of this Agreement (including confidentiality any outstanding payment obligations, indemnity claims or restrictive covenant obligations) or that were entered into during the two (2) years prior to the date of this Agreement, other than this Agreement and Related Documents; (v) any Contract (A) relating to indebtedness for borrowed money or any swap or hedging transaction or other similar arrangementsderivative agreement, including (x) containing covenants limiting any warehouse lines of credit or other Contracts under which the freedom Company or any Subsidiary has borrowed any money or issued any note, indenture or other evidence of Seller indebtedness (or guaranteed the indebtedness of others), or (y) any Contract that contains a material restriction on the ability of the Company or any Subsidiary to engage incur indebtedness for borrowed money, (B) that restricts the payment of dividends or distributions or (C) that grants a Lien (other than a Permitted Lien) or restricts the granting of Liens on any material properties of the Company or its Subsidiaries; (vi) any Contract that (A) restricts or purports to restrict in any material respect the ability of the Company or any of its Subsidiaries to compete in any line of business or compete geographic area or during any period of time or (B) provides the counterparty with any Person“most favored nation” (including with respect to pricing), exclusivity, “take or any arrangements pay” requirements, minimum purchase requirements, right of first offer or agreements with competitorsrefusal or similar rights; (evii) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under any Contract pursuant to which the only monetary obligation Company or any of Seller is its Subsidiaries could be required to make current wage repurchase Retail Installment Sale Contracts sold to third parties or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts indemnification in connection with Representatives of Sellersuch sales; (fviii) contract any Contract or agreement with any officer, director commitment for capital expenditures in excess of $500,000 in each of the current or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Sellerfuture fiscal years; (gix) compensation arrangements, bonus any Contract providing for servicing of (or benefit plans, programs acting as custodian for) Retail Installment Sales Contracts (or other arrangements, including without limitation, all arrangements, policies, plans and programs relating the receivables thereunder) that are sold to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangementa Specified Entity; (hx) contract pursuant to which it has advanced any joint venture, strategic alliance, partnership or loaned funds similar agreements or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoingarrangements; (ixi) contract any Contracts relating to a settlement or indenture similar agreement (A) with any Governmental Authority or (B) with any Person (x) which would require the Company or any of its Subsidiaries to pay more than $100,000 after the date of this Agreement or (y) which imposes material continuing obligations on the Company or any of its Subsidiaries; and (xii) any material Contract relating to the mortgaginglicense, pledgingwhether to or from the Company or any of its Subsidiaries, or use or exploitation of Intellectual Property, IT Assets or data, other than (i) non-exclusive licenses (1) entered into in the Ordinary Course of Business or (2) to “off-the-shelf” or otherwise placing an Encumbrance on any Purchased commercially available software with annual fees of less than $100,000, and (ii) Contracts for the acquisition, disposition or lease of IT Assets (other than Intellectual Property) with annual fees of less than $100,000. (b) Except for any Encumbrance which Material Contract that will be extinguished terminate upon the expiration of the stated term thereof prior to the Closing Date); (j) assignmentDate and except for matters which, license, indemnification individually or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (includingaggregate, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) are not and relating to the Business or otherwise affecting the Business and would not in the ordinary course of business and consistent with past practices. Seller has performed all material obligations required to be performed by it under each Contract and is not (and, to the best knowledge of Seller, no other party is) in breach or violation of, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred whichbe material to the Company and its Subsidiaries, with the passage of time or the giving of notice taken as a whole, (or both), would result in a default, breach or event of noncompliance under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each i) each Material Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its respective terms, except to the extent limited by the Equitable Exceptions or any Pandemic Measure, against the Company or its Subsidiaries, as applicable, and to the Company’s Knowledge, each other party thereto; and (ii) neither the Company nor any of its Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any such Material Contract and, to the Company’s Knowledge, no other party to any such Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder and no event has occurred that (with or without notice or lapse of time or both) would constitute such a breach, default or violation, except, in the case of clause (i), with respect to any Material Contract that expires by its terms (as in effect as of the date of this Agreement) or which is terminated in accordance with the terms thereof by the Company in the Ordinary Course of Business. None of the Company or any of its Subsidiaries has received any written notice or written claim of a material breach or material default under any Material Contract. True and complete copies of all Material Contracts have been provided to Parent prior to the date of this Agreement.

Contracts and Commitments. Seller (a) Except as filed as an exhibit to Company’s SEC Reports, set forth on Schedule 3.15, or except as contemplated by this Agreement, neither Company, nor the Company Subsidiaries, nor the entities listed on Schedule 3.1(b) is not a party to or bound by any oral or written ------------------------- contract, obligation or oralcommitment of any type in any of the following categories: (ai) commitmentagreements or arrangements that contain severance pay, contractunderstandings with respect to tax arrangements, noteunderstandings with respect to expatriate benefits, loanor post-employment liabilities or obligations; (ii) agreements or plans under which benefits will be increased or accelerated by the occurrence of any of the transactions contemplated by this Agreement, evidence or under which the value of indebtednessthe benefits will be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) agreements, contracts or commitments currently in force relating to the disposition or acquisition of assets other than in the ordinary course of business, or relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise; (iv) agreements, contracts or commitments for the purchase order of materials, supplies or letter 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 credit involving 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 or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 daysCompany or the Company Subsidiaries; (bvii) lease agreements, contracts or commitments which limit or restrict (A) where Company or any of real property other than the Location Contracts Company Subsidiaries may conduct business, (B) the Disclosure Schedule indicatestype or lines of business (current or future) in which they may engage, or (C) any acquisition of assets or stock (tangible or intangible) by Company or any of the Company Subsidiaries; (viii) agreements, contracts or commitments, under which the aggregate payments or receipts for the past 12 months exceeded $250,000, containing any agreement with respect to each lease listed on a change of control of Company or any of the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased)Company Subsidiaries; (cix) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicatesagreements, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality commitments for the borrowing or other similar arrangements) containing covenants limiting the freedom lending of Seller to engage in any line of business or compete with any Personmoney, or any arrangements the availability of credit (except credit extended by Company or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating Company Subsidiaries to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not customers in the ordinary course of business and consistent with past practices. Seller has performed all material obligations 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 performed filed as an exhibit to a periodic report under the Exchange Act, as provided by it 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 is not (and, date on Schedule 3.15(a) to the best knowledge of Seller, no other party isCompany Disclosure Statement. (b) in breach or violation of, or default under Neither Company nor any of the Contracts Company Subsidiaries, nor to the knowledge of Company any other party to a Company Contract, has breached, violated or other instrumentsdefaulted under, obligationsor received notice that it has breached, evidences of indebtedness violated or commitments described in defaulted under, (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred nor does there exist any condition under which, with the passage of time or the giving of notice (or both), would result in a default, breach or event of noncompliance under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result 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 expected to have, individually or in an the aggregate, a Company Material Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. . (c) Each Company Contract described on the Disclosure Schedule 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 not had, or could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and 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 each Company Contract (other than agreements or contracts with respect to technology related information that is not publicly available) has been made available (including via E▇▇▇▇) to Parent.

Contracts and Commitments. Seller (a) Except as set forth on Schedule 3.09(a), neither the Company nor any of its Subsidiaries is not a party to or bound by any written ------------------------- or oralof the following: (ai) commitmentexcept for purchase orders issued in the ordinary course of business, contract, note, loan, evidence a contract that is reasonably expected to require aggregate payment by the Company or any of indebtedness, purchase order its Subsidiaries of $150,000 or letter more within a twelve month period and which is not terminable by the Company or any of credit involving any obligation or liability its Subsidiaries on the part of Seller of more less than $50,000 and not cancelable (without liability) within 60 days90 days prior notice; (bii) lease any continuing contract for the purchase, sale or license of real property materials, supplies, equipment, services, software, Intellectual Property or other than assets with a Significant Supplier or Significant Customer or any purchase order from the Location Contracts Company or any of its Subsidiaries to a vendor with $100,000 or more outstanding; (iii) material license, sale, distribution, marketing, agent, franchise or similar agreement relating to or providing for the Disclosure Schedule indicatesmarketing or sale of the products or services; (iv) any material licenses, sublicenses and other contracts pursuant to which the Company has agreed to any restriction on the right of the Company or its Subsidiaries to use or enforce any Intellectual Property or pursuant to which the Company agrees to encumber, transfer or sell rights in or with respect to each lease listed on the ------------------- Disclosure Scheduleany Intellectual Property; (v) contract with any Governmental Body; (vi) partnership, the termjoint venture, annual rentor other similar material contract, location, renewal options and number ------------------- of square feet leasedarrangement or agreement (including any profit sharing agreements not constituting a Plan); (cvii) lease collective bargaining agreement or contract with any labor union, other than as described in Section 3.18 or Schedule 3.18; (viii) material bonus, pension, profit sharing, retirement or other form of personal property involving deferred compensation plan, other than as described in Section 3.12 or the Disclosure Schedules relating thereto; (ix) stock purchase, stock option or similar plan, other than as described in Section 3.12 or the Disclosure Schedules relating thereto; (x) other than as described in Section 3.12 or the Disclosure Schedules relating thereto a contract for the employment of any annual expense officer, individual employee or other individual Person on a full-time or consulting basis providing for fixed compensation in excess of $10,000 and 100,000 per annum that is not cancelable immediately terminable; (without liabilityxi) within 60 days (contract relating to the Disclosure ---------- Schedule indicatesborrowing of money or to mortgaging, with respect to each lease listed pledging or otherwise placing a Lien on the Disclosure -------- ---------- Schedule, a general description any material portion of the leased itemsCompany’s or any of its Subsidiaries’ assets, term, annual rent, location other than the obligations and renewal optionsLiens set forth on Schedule 3.06(e); (dxii) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom guaranty of Seller to engage in any line of business or compete with any Personobligation for borrowed money, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts those released in connection with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Dateas set forth on Schedule 3.06(e); (jxiii) assignmentlease or rental contract under which it is lessee of, licenseor holds or operates any personal property owned by any other party, indemnification for which the annual rental exceeds $100,000.00; (xiv) any confidentiality, secrecy or non-disclosure agreement, other than any such contract entered into with customers and distributors or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not Persons in the ordinary course of business and other than any such contract entered into in connection with a potential sale of the Company; (xv) any material settlement agreement under which the Company and its Subsidiaries or the counterparty thereto has unsatisfied obligations; (xvi) any agreement or contract requiring the Company or any of its Subsidiaries to indemnify or hold harmless any Person, other than in the ordinary course of business consistent with past practices. Seller practice; (xvii) any contract limiting the freedom of the Company or any of its Subsidiaries to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any material Intellectual Property, or any contract granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar rights and/or terms to any Person; or (xviii) agreement or contract to enter into any of the foregoing. (b) Parent has performed been given access to a true and correct copy of all contracts which are listed on Schedule 3.09(a), together with all material obligations required to be performed by it under each Contract and amendments, waivers or other changes thereto. (c) (i) neither the Company nor any of its Subsidiaries is not (and, to the best knowledge of Seller, no other party is) in material breach or violation of, or material default under any contract listed on Schedule 3.09(a) (each, a “Material Contract” and, collectively, the “Material Contracts”), and (ii) to the Company’s Knowledge, the other party to each of the Material Contracts or other instruments, obligations, evidences of indebtedness or commitments described is not in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termsmaterial default thereunder.

Contracts and Commitments. Seller (a) Except as specifically contemplated by this Agreement and except as set forth on the "Contracts Schedule" attached hereto, neither the Company ------------------ nor any of its Subsidiaries is not a party to any or bound by, whether written ------------------------- or oral, any: (ai) commitment, contract, note, loan, evidence of indebtedness, purchase order collective bargaining agreement or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days; (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete contract with any Person, labor union or any arrangements bonus, pension, profit sharing, retirement or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (any other than employment agreements terminable by Seller without premium or penalty on notice form of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement plan or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right group health insurance or any other incentive arrangementsimilar plan or practice, whether formal or informal; (hii) any contract pursuant to which it has advanced for the employment of any officer, individual employee or loaned funds other person on a full-time or made consulting basis or any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoingseverance agreements; (iiii) contract agreement or indenture relating to the borrowing of money or to mortgaging, pledging, pledging or otherwise placing an Encumbrance a Lien on any Purchased Assets of its assets; (iv) agreements with respect to the lending or investing of funds; (v) license or royalty agreements (other than any Encumbrance which will be extinguished prior to the Closing Datelicense agreements for mass marketed shrink wrap software); (jvi) assignmentguaranty of any obligation, licenseother than endorsements made for collection; (vii) lease or agreement under which it is lessee of, indemnification or holds or operates, any personal property owned by any other party calling for payments in excess of $100,000 annually (other than leases of equipment in the Ordinary Course of Business); (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it (other than leases of equipment in the Ordinary Course of Business); (ix) contract or group of related contracts with respect to any intangible property the same party continuing over a period of more than six months from the date or dates thereof, involving more than $50,000; (including any Proprietary Right)x) contract which prohibits it from freely engaging in business anywhere in the world; or (kxi) contracts and commitments other agreement material to it whether or not otherwise described above or listed entered into in the Disclosure Ordinary Course of Business. (b) Except as disclosed on the Contracts Schedule, (i) no contract ------------------ or commitment required to be disclosed on the Contracts Schedule (includinghas been ------------------ breached or cancelled by the other party and the Company, without limitation, undertakings or ------------------- commitments its Subsidiaries and the Sellers have no knowledge of any anticipated breach by any other party to any governmental contract required to be set forth on the Contracts Schedule, (ii) no ------------------ customer or regulatory authority) and relating supplier has indicated in writing or orally to the Business Company, any of its Subsidiaries or otherwise affecting any Seller that it shall stop or decrease the Business and not in the ordinary course rate of business done with the Company or any of its Subsidiaries or that it desires to renegotiate its contract or current arrangement with the Company of any of its Subsidiaries, (iii) the Company and consistent with past practices. Seller each of its Subsidiaries has performed all material the obligations required to be performed by it under each Contract in connection with the contracts or commitments required to be disclosed on the Contracts Schedule and is not (and, to the best knowledge of Seller, no other party is) in ------------------ default under or in breach of any contract or violation of, or default under any of commitment required to be disclosed on the Contracts or other instrumentsSchedule, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No and no event has occurred which, which with the ------------------ passage of time or the giving of notice (or both), both would result in a defaultdefault or breach thereunder, breach or event (iv) neither the Company nor any of noncompliance under its Subsidiaries has any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described contract required to be set forth on the Disclosure Contracts Schedule, and (vi) ------------------ each agreement required to be set forth on the Contracts Schedule is legal, ------------------ valid, ------------------- binding binding, enforceable and enforceable in accordance full force and effect and will continue as such following the consummation of the transactions contemplated hereby, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and the discretionary nature of specific performance and other equitable remedies. (c) The Sellers have provided the Purchaser with its termsa true and correct copy of all written contracts which are required to be disclosed on the Contracts Schedule, in each case together ------------------ with all amendments, waivers or other changes thereto (all of which are disclosed on the Contracts Schedule). The Contracts Schedule contains an ------------------ ------------------ accurate and complete description of all material terms of all oral contracts required to be set forth thereon.

Contracts and Commitments. Seller is not a party to any written ------------------------- or oral: (a) commitment, contract, note, loan, evidence SCHEDULE 3.17 of indebtedness, purchase order or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days; (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicateslists the following contracts, with respect commitments or binding understandings or arrangements, whether oral or written, to each lease listed on which the ------------------- Disclosure ScheduleCompany or any Included Subsidiary is a party, which are currently in effect, which relate to the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description operation of the leased items, term, annual rent, location Business and renewal options); (d) contracts which will be retained by the Company or agreements (including confidentiality or other similar arrangements) containing covenants limiting an Included Subsidiary after giving effect to the freedom of Seller to engage in any line of business or compete with any Person, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing;Disposition: (i) contract or indenture relating (A) all leases of real property (to the mortgaging, pledging, or extent not otherwise placing an Encumbrance on any Purchased Assets disclosed in SCHEDULE 3.12 of the Disclosure Schedule) and (other than any Encumbrance B) all leases of personal property under which will be extinguished prior to the Closing Date)annual lease payments exceed $20,000; (jii) assignmentall distributor, licensedealer, indemnification wholesaler, broker, manufacturer's representative, sales agency or other contract with respect advertising agency contracts, in each case to any intangible property (including any Proprietary Right); orthe extent not terminable by the Company or the Included Subsidiary on 90 days' or less notice without penalty; (kiii) all contracts and commitments not otherwise described above or listed in group of related contracts with the Disclosure Schedule (same party for the purchase of products or services, including, without limitation, undertakings contracts with growers or ------------------- commitments suppliers of feed, in each case to the extent annual payments exceed $20,000; (iv) all contracts or group of related contracts with the same party for the sale of products or services, including, without limitation, contracts with wholesalers or retailers, in each case to the extent annual payments exceed $20,000; (v) all contracts or group of related contracts with the same party (other than any governmental contract or regulatory authoritygroup of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 90 days' or less notice without penalty and involving more than $100,000; (vi) all employment or consulting agreements, any Benefit Plan or a union or collective bargaining agreement, other than oral employment agreements for "at will" employees of the Company or any Included Subsidiary; (vii) all bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described SCHEDULE 3.22 of the Disclosure Schedule; (viii) all stock purchase, stock option plans or other similar plans providing for the acquisition of the Company's or any Included Subsidiary's equity securities; (ix) all material contracts terminable by the other party thereto upon a change of control of the Company of any Included Subsidiary or upon the failure of the Company or any Included Subsidiary to satisfy financial or performance criteria specified in such contract as provided therein; (x) all contracts between or among the Company or any Included Subsidiary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ or any member of such individual's immediate family (as defined in Section 3.24 hereof) or any entity affiliated with any such individual relating in any way to the Company or any Included Subsidiary (to the extent not otherwise disclosed in SCHEDULE 3.24 of the Disclosure Schedule); (xi) all contracts, agreements or understandings among any Company Shareholders or between any Company Shareholder and the Company or any Included Subsidiary, including all contracts, agreements or understandings relating to the Business voting of Company Common Stock or the election of directors of the Company or any Included Subsidiary and; (xii) all contracts relating to the performance and payment of any surety bond or letter of credit required to be maintained by the Company or any Included Subsidiary; or (xiii) all confidentiality or non-disclosure agreements; (xiv) all agreements or indentures relating to the borrowing of money or to mortgaging, pledging or otherwise affecting placing a lien (other than Permitted Liens) on any of the Business and assets of the Company or any Included Subsidiary, which involve amounts in excess of $200,000; (xv) guaranty of any obligation for borrowed money or otherwise; (xvi) all contracts which prohibit the Company or any Included Subsidiary from freely engaging in business anywhere in the world; (xvii) all license agreements or agreements providing for the payment or receipt of royalties or other compensation by the Company or any Included Subsidiary in connection with the intellectual property rights listed SCHEDULE 3.18 of the Disclosure Schedule; (xviii) all contracts or commitments for capital expenditures with respect to which the remaining unpaid balance exceeds $100,000; (xix) all agreements for the sale of any capital asset; and (xx) any other agreement that is material to the business, financial condition or results of operation of the Company or any Included Subsidiary or was not entered into in the ordinary course of business and consistent with past practices. Seller business. (b) The Company or the applicable Included Subsidiary has performed all material obligations required to be performed by it under each Contract in connection with the contracts or commitments required to be disclosed in SCHEDULE 3.17 of the Disclosure Schedule and is not (and, to the best knowledge in receipt of Seller, no other party is) in breach or violation of, or any claim of default under any contract or commitment required to be disclosed in such schedule. Neither the Company nor any Included Subsidiary has any Knowledge of any breach by any other party to any contract or commitment required to be disclosed in such schedule. (c) Prior to the date of this Agreement, Buyer and Merger Sub have been supplied with or provided access to a true and correct copy of each written contract or commitment, and a written description of the Contracts material terms of each oral contract or commitment, referred to SCHEDULE 3.17 of the Disclosure Schedule, together with all amendments, waivers or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termschanges thereto.

Contracts and Commitments. Seller is not (a) Neither the Company nor any of its Subsidiaries are a party to any written ------------------------- any: (i) Contract containing non-competition or oral: non-solicitation (aexcluding such covenants contained in customary non-disclosure agreements) commitment, contract, note, loan, evidence of indebtedness, purchase order covenants or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days; (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) otherwise containing covenants limiting that purport to restrict the Company’s or any of its Subsidiaries’ business activity or limit the freedom of Seller the Company or any of its Subsidiaries to engage in any line of business or to compete with any Person; (ii) Contract under which any of the Company or its Subsidiaries has made advances or loans to another Person in excess of one hundred thousand dollars $100,000, other than to inter-company loans or advances to any arrangements employee or director in connection with travel, entertainment and related business expenses or other customary out-of-pocket expenses in the ordinary course of business; (iii) Contracts relating to Indebtedness; (iv) joint venture, partnership, strategic alliance or similar agreements with competitors; or arrangements; (ev) employee collective bargaining agreement, employment agreement Contract (other than employment agreements terminable by Seller without premium Franchise Agreements) that grants to any Person other than the Company or penalty on notice any of 30 days its Subsidiaries (A) most favored pricing provisions or less under which the only monetary obligation (B) any exclusive rights, rights of Seller is first refusal, rights of first negotiation or other similar rights; (vi) collective bargaining agreement or Contract with any other employee representative of a group of employees relating to make current wage wages, hours and other conditions of employment; (vii) bonus, pension, profit sharing, retirement or salary payments and provide current fringe benefits), consulting, advisory or service agreement, other form of deferred compensation agreementplan, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed as set forth in response to clause (eSection 5.14(a) or excluded from the scope of clause Disclosure Schedules relating thereto; (eviii) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock optionoption or similar plan; (ix) Contract for the employment of any individual on a full-time or consulting basis (A) providing for base compensation in excess of one hundred thousand dollars ($100,000) per annum, stock appreciation right and (B) which is not terminable with less than 30 days’ notice and without any liability to the Company or any other incentive arrangement; its Subsidiaries; (hx) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds Contract providing for payments to any other Person employee, officer, director, consultant or to do any individual service provider as a result of the foregoing; transactions contemplated by this Agreement; (ixi) contract agreement or indenture relating to the borrowing of money or to mortgaging, pledging, pledging or otherwise placing an Encumbrance on any Purchased Assets a Lien (other than a Permitted Lien) on any Encumbrance which will be extinguished prior to portion of the Closing Date); assets of the Company or any of its Subsidiaries; (jxii) assignment, license, indemnification guaranty of any obligation for borrowed money or other contract with respect to material guaranty; (xiii) lease or agreement under which it is lessee of, or holds or operates any intangible personal property owned by any other party, for which the annual rental exceeds one hundred thousand dollars (including any Proprietary Right$100,000); or (kxiv) contracts lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds one hundred thousand dollars ($100,000); (xv) Contracts requiring or providing for any capital expenditure that requires annual future payments in excess of three hundred and commitments not otherwise described above or listed fifty thousand dollars ($350,000) in the Disclosure Schedule aggregate; (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authorityxvi) and relating to the Business or otherwise affecting the Business and not other than purchase orders entered into in the ordinary course of business and consistent business, any Contracts with past practices. Seller has performed all material obligations any supplier required to be performed listed on Schedule 5.22; (xvii) material Contract with a Governmental Body; (xviii) Contracts pursuant to which the Company or any of its Subsidiaries grants to a third party, or a third party grants to the Company or any of its Subsidiaries, a license to any Intellectual Property, in each case involving consideration in excess of fifty thousand dollars ($50,000) per annum, other than (A) Contracts for the license of commercially available, off-the-shelf software or (B) Contracts for the non-exclusive license of Intellectual Property in the ordinary course of business; (xix) except in connection with the transactions contemplated by it under each this Agreement (including, for the avoidance of doubt, the Pre-Closing Restructuring), Contracts relating to the acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or line of business entered into since the Original Acquisition Date (and including the transactions consummated on the Original Acquisition Date) or the future acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or line of business and (xx) any settlement agreement with any third party or present or former employee, officer, director or manager of the Company pursuant to which the Company or any of its Subsidiaries has material ongoing obligations. (b) Each Material Contract is in full force and effect, and is not (a legal, valid and binding obligation of the Company or a Subsidiary of the Company which is party thereto, and, to the best knowledge of Sellerthe Company, no of the other party isparties 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. Neither the Company nor any Subsidiary of the Company (as applicable) is in breach or violation of, or material default under any Material Contract, no party thereto has given to any other party thereto notice alleging that such a material breach or material default has occurred, and, to the knowledge of the Company, the other party to each of the Material Contracts is not in material default or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effectmaterial breach thereunder. No event has occurred whichwhich would, with or without the passage lapse of time or the giving of notice or both, constitute a material breach or material default of the Company or any Subsidiary of the Company, or permit any early termination, modification, acceleration or cancellation of, or otherwise adversely affect the Company’s or any of its Subsidiaries’ rights or obligations under, any Material Contract or of any material right or obligation thereunder. No party to any Material Contract has exercised any termination rights with respect thereto, and no party has given written notice of any material dispute with respect to any Material Contract. Neither the Company, nor any Subsidiary of the Company, has delivered notice to or contacted any counterparty to any Material Contract requesting an amendment to such contract regarding the inability of the Company or any Subsidiary to perform their respective obligations under such contract as a result of COVID-19 or other force majeure events. The Company has made available to the Purchaser true and correct copies of each Material Contract (or botha written description of each such Material Contract that is not writing), would result in a defaulttogether with all amendments, breach modifications or event of noncompliance under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termssupplements thereto.

Contracts and Commitments. Seller is not a party to any written ------------------------- Schedule 4.17 hereto sets forth each contract or oral: (a) commitment, contract, note, loan, evidence other commitment of indebtedness, purchase order or letter of credit involving any obligation or liability on Wavetech which requires an aggregate payment by Wavetech after the part of Seller date hereof of more than $50,000 25,000, and any other contract or commitment that in the opinion of the Wavetech management materially affects the business of Wavetech. Except for the contracts and commitments described in this Reorganization Agreement or as set forth in Schedule 4.17 hereto, Wavetech is not cancelable (without liability) within 60 days;party to or subject to: (b) lease of real property 1. Any contracts or commitments which are material to its business, operations or financial condition other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete with any Person, or any arrangements loans or agreements with competitorsrespect thereto entered into in the ordinary course of business; (e) 2. Any employment contract or arrangement, whether oral or written, with any officer, consultant, director or employee collective bargaining agreement, employment agreement (other which is not terminable on 30 days' notice without penalty or liability to make any payment thereunder for more than employment agreements terminable by Seller without premium or penalty on notice of 30 days after such termination; 3. Any plan or less under which the only monetary obligation contract or other arrangement, oral or written, providing for insurance for any officer or employee or members of Seller is to make current wage their families; 4. Any plan or salary payments and provide current fringe benefits)contract or other arrangement, consultingoral or written, advisory or service agreementproviding for bonuses, pensions, options, deferred compensation agreementcompensation, confidentiality agreement or covenant not to compete retirement payments, profit-sharing or other contracts with Representatives of Sellerbenefits for employees; (f) 5. Any contract or agreement with any officer, director labor union; 6. Any contract or employee (other than employment agreements disclosed in response to clause (e) agreement with customers for the sale of products or excluded from the scope furnishing of clause (e) above), agentservices, or attorney-in-fact of Seller; (g) compensation arrangementsany sales agency, bonus broker, distribution or benefit planssimilar contract, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or except contracts made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not in the ordinary course of business; 7. Any contract restricting Wavetech from carrying on its business and consistent with past practicesanywhere in the United States; 8. Seller has performed all Any instrument or arrangement evidencing or related to indebtedness for money borrowed or to be borrowed, whether directly or indirectly, by way of purchase money obligation, guaranty, conditional sale, lease-purchase, or otherwise; 9. Any joint venture contract or arrangement or any other agreement involving a sharing of profits; 10. Any license agreement in which Wavetech is the licensor or licensee; 11. Any material obligations required contract or agreement, not of the type covered by any of the other items of this Section 4.17, which by its terms is either (i) not to be performed by it under each Contract and prior to 30 days from the date hereof, or (ii) does not terminate, or is not (and, terminable without penalty to the best knowledge of Seller, no other party is) in breach or violation ofWavetech, or default under any of successors or assigns prior to 30 days from the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termsdate hereof.

Contracts and Commitments. Seller (a) Except as specifically contemplated by this Agreement and except as set forth on the "Contracts Schedule" attached hereto, neither the ------------------ Company nor any of its Subsidiaries is not a party to any or bound by, whether written ------------------------- or oral, any: (ai) commitmentcollective bargaining agreement or contract with any labor union or any bonus, contractpension, noteprofit sharing, loanretirement or any other form of deferred compensation plan or any equity purchase, evidence of indebtednessequity option, purchase order hospitalization insurance or letter of credit involving any obligation similar plan or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 dayspractice, whether formal or informal; (bii) lease any contract for the employment of real property any officer, individual employee or other than person on a full-time or consulting basis or any severance agreements; (iii) agreement or indenture relating to the Location Contracts borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of its assets; (the Disclosure Schedule indicates, iv) agreements with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- lending or investing of square feet leased)funds; (cv) license or royalty agreements; (vi) guaranty of any obligation, other than endorsements made for collection; (vii) lease of or agreement under which it is lessee of, or holds or operates, any personal property involving owned by any annual expense other party calling for payments in excess of $10,000 and not cancelable annually; (without liabilityviii) within 60 days 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 (other than leases of equipment in the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description Ordinary Course of the leased items, term, annual rent, location and renewal optionsBusiness); (dix) contract or group of related contracts with the same party continuing over a period of more than six months from the date or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete with any Persondates thereof, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements not terminable by Seller without premium or penalty it on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage notice without penalties or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Sellerinvolving more than $10,000; (fx) contract or agreement with any officer, director or employee (other than employment agreements disclosed which prohibits it from freely engaging in response to clause (e) or excluded from business anywhere in the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right)world; or (kxi) contracts and commitments other agreement material to it whether or not otherwise described above or listed entered into in the Disclosure Ordinary Course of Business. (b) Except as disclosed on the Contracts Schedule, (i) no contract ------------------ or commitment required to be disclosed on the Contracts Schedule (includinghas been ------------------ breached or canceled by the other party and the Company, without limitation, undertakings or ------------------- commitments its Subsidiaries and the Sellers have no knowledge of any anticipated breach by any other party to any governmental contract required to be set forth on the Contracts Schedule, (ii) no ------------------ customer or regulatory authority) and relating supplier has indicated in writing or orally to the Business Company, any of its Subsidiaries or otherwise affecting any Seller that it shall stop or decrease the Business and not in the ordinary course rate of business done with the Company or any of its Subsidiaries or that it desires to renegotiate its contract or current arrangement with the Company of any of its Subsidiaries, (iii) the Company and consistent with past practices. Seller each of its Subsidiaries has performed all material the obligations required to be performed by it under each Contract in connection with the contracts or commitments required to be disclosed on the Contracts Schedule and is not (and, to the best knowledge of Seller, no other party is) in default under or in breach of ------------------ any contract or violation of, or default under any of commitment required to be disclosed on the Contracts or other instrumentsSchedule, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No ------------------ and no event has occurred which, which with the passage of time or the giving of notice (or both), both would result in a defaultdefault or breach thereunder, breach or event (iv) neither the Company nor any of noncompliance under its Subsidiaries has any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described contract required to be set forth on the Disclosure Contracts Schedule, and (vi) each agreement required to be set ------------------ forth on the Contracts Schedule is legal, valid, ------------------- binding binding, enforceable and enforceable in accordance ------------------ full force and effect and will continue as such following the consummation of the transactions contemplated hereby. (c) The Sellers have provided the Purchaser with its termsa true and correct copy of all written contracts which are required to be disclosed on the Contracts Schedule, in each case together with all amendments, waivers or other ------------------ changes thereto (all of which are disclosed on the Contracts Schedule). The ------------------ Contracts Schedule contains an accurate and complete description of all material ------------------ terms of all oral contracts required to be set forth thereon.

Contracts and Commitments. Seller Except as set forth on Schedule 4.09(a) hereto, neither the Company nor any Subsidiary is not a party to any: (i) collective bargaining agreement or contract with any labor union; (ii) written ------------------------- bonus, pension, profit sharing, retirement or oral: (a) commitmentother form of deferred compensation plan, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days; (b) lease of real property other than as described in Section 4.13 hereto; (iii) stock purchase, stock option or similar plan, other than as described in Section 4.13; (iv) written contract for the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- employment of square feet leased); (c) lease of personal property involving any annual expense officer or individual employee providing for fixed compensation in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts 50,000 per annum or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete with any Person, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangementsvariable compensation, including without limitationsales commissions, all arrangements, policies, plans and programs relating to retirement, disability, insurance, which reasonably may be in excess of $25,000 per annum; (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (hv) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract agreement or indenture relating to the borrowing of money or to mortgaging, pledging, pledging or otherwise placing an Encumbrance a Lien on any Purchased Assets material portion of the assets of the Company and its Subsidiaries; (vi) guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; (ix) contract or group of related contracts with the same party for the purchase of products or services which provide for annual payments in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than any Encumbrance which will be extinguished prior twelve months); (x) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients or customers who have been clients or customers of the Company for less than twelve months) to the Closing Date); Company and its Subsidiaries in excess of $200,000; (jxi) assignment, license, indemnification material license or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and royalty agreement relating to the Business use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company or otherwise affecting the Business and not any of its Subsidiaries from freely engaging in business anywhere in the ordinary course of business and consistent with past practices. Seller has performed all material obligations required to be performed by it under each Contract and is not world; (and, to the best knowledge of Seller, no other party isxiii) in breach or violation of, or default under contracts granting any of the Contracts exclusive distribution or other instruments, obligations, evidences of indebtedness exclusive rights or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, with would prevent the passage of time Company or the giving Buyer from hiring employees or independent contractors; (xiv) written consulting or other non-employment compensation arrangement with any individual providing for compensation in excess of notice (or both), would result in a default, breach or event of noncompliance under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its terms$50,000 per annum.

Contracts and Commitments. Seller Section 3.13 of the Disclosure Schedule sets forth a list of all of the following Contracts (other than Plans, except to the extent contemplated by Sections 3.13(a) or (b)) to which the Company is not a party to any written ------------------------- or oral:by which the Company or its respective assets are bound (each, a “Material Contract”): (a) commitmentemployment agreements or severance agreements or employee termination arrangements, contractin any such case, note, loan, evidence with respect to the senior executive officers of indebtedness, purchase order or letter the Company and employees earning a base salary in excess of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days200,000 per year; (b) lease any change of real property other than control agreements with employees of the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased)Company; (c) lease of personal property involving Contracts containing any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (covenant limiting the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description ability of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller Company to engage in any line of business or to compete with any business or Person, ; (d) Contracts with Seller or any arrangements owner, partner, member, officer, director or employee of Seller (other than any employment, severance and change of control agreements with competitorscovered by clause (a) or (b) above); (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less Contracts under which the only monetary Company has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives evidence of Sellerindebtedness for borrowed or loaned money or any guarantee of such indebtedness, in each case, relating to amounts in excess of $250,000; (f) contract leases pursuant to which material real property is leased to or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of SellerCompany; (g) compensation arrangementsguaranties, bonus or benefit plans, programs suretyships or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave contingent agreements of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangementthe Company involving underlying obligations of not less than $250,000; (h) contract pursuant any Contract relating to capital expenditures with respect to the Company and involving future payments which it has advanced or loaned funds or made exceed $250,000 in any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing12-month period; (i) contract or indenture any Contract relating to the mortgaging, pledging, acquisition or otherwise placing an Encumbrance on any Purchased Assets disposition of material assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not in the ordinary course of business and consistent with past practicespractice) or any capital stock of any business enterprise; and (j) Contracts (other than those covered by clauses (a) through (i) above) pursuant to which the Company is entitled to receive or has an obligation to pay in excess of $1,000,000 over any twelve- month period. Seller The Company has performed made available to Buyer true, complete, and correct copies of all material obligations required to be performed by it under each Contract Material Contracts. Each of the Material Contracts is valid and is not (binding upon the Company and, to the best knowledge Company’s Knowledge, is in full force and effect in all material respects and enforceable by the Company in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization and other laws of Sellergeneral applicability relating to or affecting creditors’ rights and to general equity principles. As of the date hereof, no with respect to all Material Contracts, neither the Company nor, to the Company’s Knowledge, any other party is) to any such contract is in breach or violation of, thereof or default thereunder and, to the Company’s Knowledge, there does not exist under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, with the passage of time or the giving of notice (or both)the lapse of time, would constitute such a breach or default, except for such breaches, defaults and events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, result in a default, breach or event of noncompliance under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Material Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its terms.

Contracts and Commitments. Seller (a) As of the date hereof, except as set forth in Section 3.16 of the Disclosure Schedule, no Company or Subsidiary is not a party to or is bound by any written ------------------------- or oralof the following Commitments: (ai) commitment, contract, note, loan, evidence Any covenant of indebtedness, purchase order such Company or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days; (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete with any Person, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant Subsidiary not to compete or other contracts with Representatives of Sellercovenant restricting its ability to carry on any material business anywhere in the world; (fii) contract Any consulting or employment agreement pursuant to which it is obligated to pay compensation at the annual rate of more than $150,000 for services rendered; (iii) Any employee collective bargaining agreement or other Commitment with any labor union, organization or association; (iv) Any Commitment with (A) Seller, (B) a Group Affiliate or, to the Knowledge of Seller, any of its other Affiliates, (C) any officer or director of Seller or of any Group Affiliate, Company or Subsidiary, or (D) to the Knowledge of Seller, any former officer, director or employee of Seller or of any Group Affiliate, Company or Subsidiary arising in connection with the Business (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) aboveagreements), agentincluding any loans made to any of such Persons, in each case if such Commitment will continue to be in force and effect after the Closing Date and provides for receipt or attorney-in-fact payment by any such Person of Selleran amount greater than $150,000 annually; (gv) compensation arrangementsAny Commitment related to the Business with any Person (other than a Company or Subsidiary) under which (A) it is lessee of, bonus or benefit plansholds or uses, programs any machinery, equipment, vehicle or other arrangementstangible personal property owned by such Person or (B) it is a lessor or sublessor of, including or makes available for use by such Person, any tangible personal property owned or leased by such Company or Subsidiary, in any such case if such Commitment has an aggregate future liability of, or receivable by, such Company or Subsidiary in an amount in excess of $1,000,000 and is not terminable by such Company or Subsidiary by notice of not more than ninety (90) days without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, payment or penalty of more than $200,000; (vi) Any Intellectual Property license (including any self-insured arrangementslicense or other agreement under which it is licensee or licensor of any such Intellectual Property), severance paybut excluding licenses for off-the-shelf, supplemental unemployment benefitor other readily commercially available software that is licensed other than by written agreement executed by the licensee such as by shrink wrap or click wrap license, vacationlicenses granted to end users of products sold by the Business, leave or licenses of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangementIntellectual Property not used in the Ordinary Course of Business; (hvii) contract pursuant to Any Commitment under which it has advanced borrowed money, established a line of credit, issued any note, bond or loaned funds or made any investmentsother evidence of indebtedness for borrowed money, or agreed to advance guaranteed indebtedness, liabilities or loan funds to obligations of any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to a Company or Subsidiary in connection with the Closing DateBusiness); (j) assignment, license, indemnification or in each case other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in than endorsements for the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not purpose of collection in the ordinary course of business business; (viii) Any Commitment to enter into any joint venture or partnership relating to the Business; (ix) Any power of attorney other than in the Ordinary Course of Business; (x) Any confidentiality agreement relating to the Business (other than (A) Commitments that do not relate primarily to confidentiality or non-disclosure obligations but contain confidentiality or non-disclosure obligations incidental to such Commitments and consistent with past practices. Seller has performed all material obligations (B) customary Commitments entered into in the Ordinary Course of Business); (xi) Any Commitment or series of related Commitments for the sale of any assets or properties of any Company or any Subsidiary related to the Business for amounts greater than $250,000, other than any Commitment for the sale or disposition of Inventory in the Ordinary Course of Business; (xii) Any currency exchange, interest rate exchange, commodity exchange or similar Commitment, other than any such Commitment entered into in the Ordinary Course of Business to hedge or mitigate risk exposure or to manage liabilities and not entered into for speculative purposes; (xiii) Any Commitment providing for the services of any dealer, distributor, sales representative or franchisee requiring minimum aggregate future payments by it, or providing for the receipt by it of minimum aggregate future amounts, in excess of $1,000,000, in each case which is not terminable by it on notice of not more than ninety (90) days without payment or penalty of more than $200,000; and (xiv) Any non-ordinary course Commitment to which it (i) is required to be performed make minimum aggregate future payments in excess of $1,000,000 or (ii) is bound to sell goods or services in a minimum aggregate future amount in excess of $1,000,000, in each case described in clauses (i) and (ii) which is not terminable by it under each Contract and on notice of not more than ninety (90) days without payment or penalty of more than $200,000. (b) Each Commitment that relates to the Business to which a Company or Subsidiary is not (a party, is enforceable against such Company or Subsidiary and, to the best knowledge Knowledge of Seller, against the other party thereto in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefore may be brought. No Company or Subsidiary, and to the Knowledge of Seller, no other party is) third party, to any such Commitment, is in breach or violation of, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effectsuch Commitment. No event Company or Subsidiary has occurred which, with the passage received written notice of time or the giving of notice (or both), would result in a default, breach or event of noncompliance default under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termssuch Commitment.

Contracts and Commitments. Seller (a) Except as set forth on Schedule 3.08(a) (such Contracts disclosed thereon, the “Material Contracts”), no Acquired Company is not a party to any written ------------------------- or oralany: (ai) commitmentbonus, contractpension, noteprofit sharing, loanretirement or other form of deferred compensation plan, evidence other than as described in Section 3.13 or the Disclosure Schedules relating thereto; (ii) Contract for the employment of indebtednessany officer, purchase order individual employee or letter other person on a full-time or consulting basis providing for base compensation in excess of credit involving $100,000 per year; (iii) severance, retention or transaction bonus agreement providing for compensation or other payments to any officer, individual employee or other person on a full-time or consulting basis; (iv) Contract with a staffing company, temporary employment agency, professional employer organization or other similar company or agency; (v) labor or collective bargaining agreements; (vi) agreement or indenture relating to Indebtedness or to mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on any material portion of the assets of any Acquired Company; (vii) guaranty of any obligation for borrowed money or liability other material guaranty; (viii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $50,000; (ix) lease or agreement under which it is lessor of or permits any third party to hold or operate any of its personal property; (x) Contract or group of related Contracts with the same party (other than standard purchase orders or pricing agreements or programs) for the purchase by any Acquired Company of products or services which provided for annual payments in excess of $75,000 during the trailing twelve (12)-month period ending on the part date of Seller the Latest Balance Sheet; (xi) Contract or group of more related Contracts with a customer (other than standard purchase orders or pricing agreements or programs) that provided for annual revenues (based on the trailing twelve (12)-month period ending on the date of the Latest Balance Sheet) to any Acquired Company in excess of $75,000; (xii) Contract relating to ownership of or investments in any Person, business or enterprise (including investments in joint ventures and minority equity investments); (xiii) Contract relating to (A) the development, ownership, use, registration, enforcement of or exercise of any rights under any Company Intellectual Property, excluding intellectual property assignments with any employee of an Acquired Company in the form provided to Purchaser and non-exclusive licenses granted by any Acquired Company to any of their distributors in the Ordinary Course of Business in the form provided by Company to Purchaser, or (B) any Acquired Company’s use or exercise of any other rights in any Person’s Intellectual Property, excluding licenses of commercially available off-the-shelf software having a replacement cost of less than $50,000 25,000 and that is not cancelable incorporated in, linked to, distributed with or used to host or provide any Software that is Company Intellectual Property or any product or service of any Acquired Company; (without liabilityxiv) within 60 daysContract with respect to the lending of funds by the Company to other Persons; (xv) franchise, dealership, agency, license or service Contract, other than sales agent Contracts set forth on Schedule 3.21(c); (xvi) Contract relating to the distribution, marketing, sale, advertising or promotion of products or services involving payments by the Acquired Companies; (xvii) Contract with any Related Party; (xviii) Contract with any Governmental Authority (other than standard purchase orders or pricing agreements or programs entered into in the Ordinary Course of Business); (xix) warranty agreement with respect to products sold or services rendered; (xx) Contract that includes or constitutes a power of attorney; (xxi) Contract for transportation or freight services; (xxii) Contract to provide rebates to any third parties; (xxiii) Contract (A) granting exclusive rights of any kind, (B) granting any “most favored nation,” right of first offer or similar preferential rights to any Person, or (C) otherwise contemplating an exclusive or preferred relationship between any Acquired Company and any other Person; or (xxiv) Contract which prohibits any Acquired Company from freely engaging in business anywhere in the world. (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with With respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options Material Contract and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of Seller to engage in any line of business or compete with any Person, or any arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; Government Contract: (i) contract such Contract is a valid and binding agreement of the applicable Acquired Company, legally awarded, and 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) no Acquired Company has, during the past five (5) years, breached or indenture relating to the mortgaginghas been in default in any material respect, pledgingnor has any Acquired Company taken any action which, with notice or lapse of time, would constitute a breach or default in any material respect, or otherwise placing an Encumbrance on permit termination, material modification or acceleration, as applicable, under such Contract; (iii) no Acquired Company has, during the past five (5) years, breached or has been in default in any Purchased Assets (other than material respect, nor has any Encumbrance Acquired Company taken any action which, with notice or lapse of time, would constitute a breach or default in any material respect, or permit termination, material modification or acceleration, as applicable, under such Contract, in each case, for which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification any liabilities or other contract with respect to any intangible property obligations remain outstanding; (including any Proprietary Right); or iv) during the past five (k5) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (includingyears, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not in the ordinary course of business and consistent with past practices. Seller each Acquired Company has performed all material obligations required to be performed by it under each Contract thereunder; (v) no Acquired Company has failed to perform any material obligations required to be performed by it thereunder for which any liability or other obligation remains outstanding; and is not (and, vi) to the best knowledge of SellerCompany’s knowledge, no other party is) is in breach or violation ofdefault in any material respect under such Contract. (c) Each of the top fifteen (15) Government Contracts (by expected contract value at completion including all contract modifications) is listed on Schedule 3.08(c). (d) Schedule 3.08(d) sets forth a correct and complete list of all security clearances held by the Acquired Companies and their directors, officers, employees, consultants or default under agents in relation to the Acquired Companies’ Business. The Acquired Companies are not aware of any facts that are reasonably likely to give rise to the revocation of any security clearance of the Acquired Companies or any of their directors, officers, managers, employees, consultants or agents. The Acquired Companies and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the Contracts or other instrumentsUnited States, obligationsincluding those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, evidences of indebtedness or commitments described DOD 5220.22-M. (e) Except as has not resulted in (a)-(k) above, which breach, violation or default, if known, could and would not reasonably be expected to result in, individually or in an the aggregate, a Material Adverse Effect. No event : (i) (A) no Government Contract or bid on a Government Contract is currently the subject of any bid protest, (B) each of the Acquired Companies has occurred whichcomplied with all terms and conditions of each Government Contract and the solicitation for such Government Contract, (C) all representations and certifications executed by any of the Acquired Companies pertaining to any Government Contract or bid therefor were complete and correct as of their effective date and each of the Acquired Companies has complied with all such representations and certifications, (D) none of the passage Acquired Companies has violated any applicable ethical requirement pertaining to any Government Contract or bid therefor, (E) none of time the Acquired Companies has submitted any inaccurate, untruthful or misleading cost or pricing data, certification, bid, quote, proposal, report, invoice, claim, request for equitable adjustment, or other information to a Governmental Authority, prime contractor, subcontractor, vendor or any other Person relating to any Government Contract or bid therefor, (F) no cancellation, termination for convenience, termination for default, suspension, stop work order, cure notice, or show cause notice is pending or in effect or, to the Company’s knowledge, being threatened, in each case, pertaining to such Government Contract, (G) there are no disputes between any of the Acquired Companies and any Governmental Authority or between of the Acquired Companies and any prime contractor, subcontractor, vendor or other Person where the ultimate contracting party is a Governmental Authority, arising under or relating to any Government Contract or bid therefor, (H) each of the Acquired Companies maintains all permits, licenses, certifications or clearances necessary for the performance of any Government Contract it holds or for which there is an outstanding bid, and there has not been any allegation or claim asserting noncompliance with or violation of any term or requirement of any such permits, licenses, certifications or clearances; and (I) all former Governmental Authority personnel employed or retained by the Acquired Companies comply with applicable Laws related to post-government employment; (ii) (A) none of the Acquired Companies or any of their respective directors, officers, employees, consultants or agents is or has during the past five (5) years been under administrative, civil or criminal investigation, indictment or information by any Governmental Authority or subject to any audit or investigation by any Governmental Authority with respect to any alleged act or omission arising under or relating to any Government Contract or bid therefor, and (B) during the past five (5) years, none of the Acquired Companies has conducted or initiated any internal investigation or made a voluntary or mandatory disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to a Government Contract or bid therefor; (iii) none of the Acquired Companies is in receipt or possession of any competitor’s (as to any Government Contract or bid therefor) or Governmental Authority’s proprietary or procurement sensitive information under circumstances where there is reason to believe that such receipt or possession is unlawful or unauthorized; and (iv) (A) none of the Acquired Companies is subject to any active administrative agreement or settlement with any Governmental Authority pertaining to its eligibility for the award of Government Contracts, (B) none of the Acquired Companies has been debarred, suspended or similarly disqualified from participation in the award of Government Contracts with any other Governmental Authority, and (C) there are no facts or circumstances that would warrant the institution of suspension, debarment or other disqualification proceedings or the giving finding of notice (nonresponsibility or both), would result in a default, breach or event of noncompliance under any obligation ineligibility on the part of any Seller pursuant to of the Acquired Companies or any Contractdirector, which breach, violation officer or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termsemployee thereof.

Contracts and Commitments. Seller (a) Except as set forth in Section 3.18(a) of the CBI Disclosure Schedules (the “CBI Contracts”), neither CBI nor any of its Subsidiaries is not a party to or bound by any of the following (whether written ------------------------- or oral:, express or implied): (ai) commitmentemployment, contractservices, noteindependent contractor, loanconsulting, evidence change-in-control, retention, or severance contracts or similar arrangements; (ii) collective bargaining agreements, memorandums of indebtednessunderstanding, or other contracts with any Union (as defined herein); (iii) bonus, stock option, restricted stock, stock appreciation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) any material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures in excess of $50,000 in the aggregate; (vi) material contract or commitment for the purchase order of materials or letter supplies or for the performance of credit involving any obligation or liability on the part of Seller services over a period of more than $50,000 sixty (60) days after the date of this Agreement and not cancelable terminable upon notice of sixty (without liability60) within 60 daysdays or less; (bvii) contract or option to purchase or sell any real or personal property other than any contract for the purchase of personal property in the ordinary course of business; (viii) contract, agreement or letter with respect to the management or operations of CBI or CSB imposed by any Governmental Body having supervisory jurisdiction over CBI or CSB; (ix) note, debenture, agreement, contract or indenture related to the borrowing by CBI or any of its Subsidiaries of money other than those entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer or director of CBI or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding CBI Stock, or any affiliate of such person; (xii) agreement with any executive officer or director of CBI or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding CBI Stock or any affiliate of such person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased)property; (cxiv) lease of personal property involving any annual expense in excess of $10,000 and not cancelable (without liability) within 60 days (the Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent, location and renewal options); (d) contracts or agreements (including confidentiality or other similar arrangements) agreement containing covenants limiting that limit the freedom ability of Seller CBI or any of its Subsidiaries to engage compete in any line of business or compete with any Person, or that involve any arrangements restriction on the geographic area in which, or agreements with competitors; method by which, CBI (eincluding any successor thereof) employee collective bargaining agreement, employment agreement or any of its Subsidiaries (including any successor thereof) may carry on its business (other than employment agreements terminable as may be required by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right law or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing DateGovernmental Body); (jxv) assignment, license, indemnification any data processing or other electronic banking services agreement or contract with respect which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which CBI or any of its Subsidiaries may become obligated to invest in or contribute capital to any intangible property Person; (including xvii) any Proprietary Rightagreement between CSB, on the one hand, and a Person listed on Section 3.1(e) of the CBI Disclosure Schedules, on the other hand (the “Affiliate Agreements”); or (kxviii) contracts and commitments contracts, other than the foregoing, with payments aggregating $50,000 or more not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not made in the ordinary course of business business. (b) Each CBI Contract is legal, valid and consistent binding on CBI or its Subsidiaries, as the case may be, and to the knowledge of CBI, the other parties thereto, enforceable by CBI or its Subsidiaries, as the case may be, in accordance with past practicesits terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Seller Each of CBI and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each CBI Contract and is not (there are no existing material defaults by CBI or its Subsidiary, as the case may be, or, to the knowledge of CBI, the other party thereunder and, to the best knowledge of SellerCBI, there are no other allegations or assertions of such by any party is) in breach under such CBI Contract or violation ofany events that with notice, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, with the passage lapse of time or the giving of notice (happening or both), would result in a default, breach or event of noncompliance under any obligation occurrence of any Seller pursuant other event would be reasonably likely to any Contract, which breach, violation constitute a default thereunder. A true and complete copy of each CBI Contract has been delivered or default, if known, could reasonably be expected made available to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and enforceable in accordance with its termsSTXB.

Contracts and Commitments. Seller (a) The “Contracts Schedule” attached hereto lists all of the following written agreements to which any member of the Company Group is not a party to any written ------------------------- or oraland which are in effect as of the date hereof: (ai) commitment, contract, note, loan, evidence Any Contract providing for payments by or to any member of indebtedness, the Company Group for products (including raw materials and packaging) or services (A) under which the undelivered balance of such products or services has a purchase order or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) within 60 days; (b) lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual expense sale price in excess of $10,000 and not cancelable 3,000,000 or (B) that otherwise involves or is reasonably expected to involve consideration in excess of $3,000,000 in the aggregate to any one Person during the one (1) year period after the date hereof, other than, in all cases, (x) Contracts which may be terminated, without liability) within 60 days (the Disclosure ---------- Schedule indicatespenalty, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description by any of the leased itemsCompany Group on notice of ninety (90) days or less and (y) purchase orders for the sale of goods to customers or purchase of inventory, termsupplies and/or equipment, annual rentin each case, location and renewal options)in the ordinary course of business; (dii) contracts or agreements any Contract which involves commitments to make capital expenditures in excess of $3,000,000, (including confidentiality or other similar arrangementsiii) containing covenants limiting Contracts relating to Indebtedness of the freedom of Seller to engage in any line of business or compete with any Person, Company Group or any arrangements or agreements with competitorsguaranty by any member of the Company Group of any obligation in respect of borrowed money; (eiv) employee collective bargaining agreementContracts of guaranty, employment agreement (other than employment agreements terminable surety or indemnification by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any member of the foregoing; (i) contract or indenture relating to the mortgagingCompany Group, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, except for provisions for indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed contained in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and relating to the Business or otherwise affecting the Business and not agreements entered into in the ordinary course of business (other than for indebtedness for borrowed money); (v) Contracts under which any member of the Company Group has made advances or loans to any other Person, except (A) advancement of reimbursable ordinary and necessary business expenses made to directors, officers and employees of any member of the Company Group or (B) to the extent made in the ordinary course of business; (vi) employment and consulting agreements (other than any agreement for “at-will” employment) providing for aggregate payments to any Person in any calendar year in excess of $150,000 or which provide for any payments or benefits (other than benefits payable at common law or under statute) upon (A) such individual’s termination of employment or (B) a change in control of such Company Group member; (vii) collective bargaining agreements or Contracts with any labor union; (viii) material Contracts relating to the marketing, sale, advertising or promotion of its products or services involving consideration in excess of $500,000; (ix) all confidentiality, secrecy or non-disclosure Contracts (other than those entered into in the ordinary course of business or in connection with the transactions contemplated by this Agreement), or other Contracts imposing any material restriction, limitation or impediment on the right or ability of any member of the Company Group to engage in or conduct any line of business, compete with any other Person or solicit any customer, employee or other service provider, operate the manufacturing facilities at maximum production capacity or otherwise conduct its business; (x) Contracts with respect to any partnership or joint venture; (xi) Contracts between or among any member of the Company Group, on the one hand, and any of the Company Stockholders or any current or former officer, director, stockholder or Affiliate (other than the Company Group) of any member of the Company Group, on the other hand, other than any benefit plan or employment Contracts; (xii) Contracts for the sale of any material assets of any member of the Company Group in the past three (3) years, other than in the ordinary course of business; (xiii) Contracts relating to the acquisition by any member of the Company Group of any operating business or the capital stock of any other Person in the past three (3) years other than in the ordinary course of business; (xiv) Contracts for the development, license or use of Proprietary Rights (excluding (A) non-exclusive licenses granted by the Company Group in the ordinary course of business consistent with past practices. Seller , (B) assignment agreements entered into with employees of the Company Group in the ordinary course of business consistent with past practices, (C) agreements for standard off-the-shelf software having a replacement cost of less than $250,000) and (D) Contracts assigning to the Company Group ownership of Proprietary Rights (other than agreements with employees or contractors); (xv) Contracts pursuant to which any member of the Company Group is a lessor or a lessee of any property, personal or real, or holds or operates any tangible personal property owned by another Person, except for any leases of personal property under which the aggregate annual rent or lease payments do not exceed $250,000; (xvi) any settlement, conciliation or similar agreement, the performance of which will involve payment after the execution date of this Agreement for consideration in excess of $250,000 in the aggregate or governmental monitoring, consent decree or reporting responsibilities outside the ordinary course of business; and (xvii) Contracts that require any member of the Company Group to use any supplier or third party for all or substantially all of such member of the Company Group’s requirements or needs or requires such member of the Company Group to provide a third party “most favored nation” or similar protective pricing terms, in each case only to the extent such Contract is reasonably expected to require payments from any party thereto of $1,000,000 or more during any twelve (12) month period occurring after the Closing Date. (b) The Company has performed all material obligations required made available to be performed by it under the Purchaser or its representatives a true, correct and complete copy of each Contract and set forth on the “Contracts Schedule,” together with all amendments, modifications or supplements thereto, other than any Contract which is not an oral Contract. Except as disclosed on the attached “Contracts Schedule”: (and, to i) no Contract set forth on the best knowledge of Seller, no attached “Contracts Schedule,” has been breached in any material respect by the Company or canceled by the other party is) in thereto, which breach or violation of, cancellation has not been duly cured or reinstated; (ii) no member of the Company Group is in receipt of any written claim of default under any such Contract dated less than ten days prior to the date of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in this Agreement; and (a)-(kiii) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. 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 under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each each Contract described listed on the Disclosure Schedule attached “Contracts Schedule” is valid, ------------------- binding and enforceable against the Company or one or more members of the Company Group, as applicable, except as such enforceability may be limited by (A) applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (B) applicable equitable principles (whether considered in accordance with its termsa proceeding at law or in equity).